Securities Registration (section 12(b)) (8-a12b)
March 17 2023 - 04:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NioCorp Developments Ltd.
(Exact name of registrant as specified in its charter)
British Columbia, Canada
(State or other jurisdiction of incorporation or
organization)
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98-1262185
(I.R.S. Employer Identification No.)
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7000 South Yosemite Street
Suite 115
Centennial, Colorado
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80112 |
(Address of
principal executive offices) |
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(Zip
Code) |
Securities to be registered pursuant to
Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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Common Shares,
without par value |
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The Nasdaq Stock
Market LLC |
Warrants, each
exercisable for 11.1829212 Common Shares |
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The Nasdaq Stock
Market LLC |
If
this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is
effective pursuant to General Instruction A.(c) or (e), check the
following box. x
If
this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction A.(d) or (e), check the
following box. ☐
If
this form relates to the registration of a class of securities
concurrently with a Regulation A offering, check the following
box. ☐
Securities Act registration statement or Regulation A offering
statement file number to which this form relates:
333-268227
Securities to be registered pursuant
to Section 12(g) of the Act: None
Explanatory Note
This registration statement on Form 8-A is being filed by NioCorp
Developments Ltd. (the “Registrant”) (i) to change
the registration of the common shares, without par value (the
“Common Shares”), of the Registrant from Section
12(g) under the Securities Exchange Act of 1934, as amended (the
“1934 Act”), to Section 12(b) under the 1934 Act in
connection with the Company’s listing of the Common Shares on The
Nasdaq Stock Market LLC (“Nasdaq”) and (ii) in
connection with the Company’s listing of certain warrants assumed
from GX Acquisition Corp. II (the “Assumed Warrants”)
on Nasdaq. The Common Shares are currently registered under Section
12(g) of the 1934 Act and currently traded on the Toronto Stock
Exchange (the “TSX”) under the symbol “NB” and on the
OTC Markets trading platform under the symbol “NIOBF.”
The Registrant anticipates that the Common Shares and the Assumed
Warrants will commence trading on Nasdaq on or about March 21, 2023
under the symbols “NB” and “NIOBW,” respectively.
Item 1. Description of Registrant’s Securities to be
Registered.
The securities to be registered hereby are the Common Shares and
the Assumed Warrants of the Registrant.
The descriptions of the Common Shares contained in the section
entitled “Description of Securities—NioCorp Common Shares” and the
description of the Assumed Warrants contained in the section
entitled “Description of Securities—NioCorp Assumed Warrants” in
the prospectus included in the Company’s Registration Statement on
Form S-4 (File No. 333-268227), initially filed with the U.S.
Securities and Exchange Commission on November 7, 2022, as amended
on December 22, 2022, January 17, 2023, January 31, 2023 and
February 2, 2023 (the “Registration Statement”), are
incorporated herein by reference. Any form of prospectus or
prospectus supplement to the Registration Statement that includes
such descriptions and that is subsequently filed is also
incorporated by reference herein.
Item 2. Exhibits.
Pursuant to the Instructions as to
Exhibits for Form 8-A, no exhibits are required to be filed because
no other securities of the Company are registered on Nasdaq and the
securities registered hereby are not being registered pursuant to
Section 12(g) of the 1934 Act.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
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NioCorp Developments
Ltd. |
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Date: March 17, 2023 |
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By: |
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/s/ Neal Shah |
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Name: |
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Neal Shah |
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Title: |
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Chief Financial Officer |
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