Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 21, 2023

NioCorp Developments Ltd.

(Exact name of registrant as specified in its charter)

British Columbia, Canada
(State or other jurisdiction
of incorporation)

000-55710
(Commission File Number)

98-1262185
(IRS Employer
Identification No.)

7000 South Yosemite Street, Suite 115
Centennial, Colorado 80112
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (720) 639-4647

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, without par value	NB	The Nasdaq Stock Market LLC
Warrants, each exercisable for 1.11829212 Common Shares	NIOBW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.08 Shareholder Director Nominations.

To the extent applicable, the information contained in Item 8.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.08.

Item 8.01 Other Events.

On November 21, 2023, NioCorp Developments Ltd. (the "Company") announced that the date for its next annual general meeting of shareholders (the “Meeting”) has been changed to January 19, 2024. The time and location of the Meeting will be set forth in the Company’s definitive management information and proxy circular (the “Information Circular”) for the Meeting to be filed with the Securities and Exchange Commission (“SEC”).

The record date for determining shareholders entitled to notice of, and to vote at, the Meeting will remain November 21, 2023. Because the Meeting will be held more than 30 days after the anniversary date of the Company’s last annual general meeting of shareholders, held on December 15, 2022, and in accordance with Rule 14a-5(f) and Rule 14a-18 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company is filing this Current Report on Form 8-K to provide notice of the revised deadlines for the submission of any shareholder proposals or shareholder director nominations.

Shareholders who intend to submit proposals, other than director nominations, for inclusion in the Information Circular, pursuant to Rule 14a-8 under the Exchange Act, must ensure that such proposals are received by the Company, in writing, at the Company’s principal executive offices, located at 7000 South Yosemite Street, Suite 115, Centennial, CO 80112, no later than December 1, 2023, which the Company has determined to be a reasonable time before it expects to begin to send its proxy materials for the Meeting, and must furthermore comply with all applicable requirements of Rule 14a-8.

Shareholders who intend to submit proposals, other than director nominations, but not for inclusion in the Information Circular, pursuant to Rule 14a-4(c)(1) under the Exchange Act, must ensure that such proposals are received by the Company no later than December 1, 2023, which the Company has determined is a reasonable time before the Company begins to send its proxy materials for the Meeting. If a shareholder proposal, other than a director nomination, is not submitted to the Company by December 1, 2023, the Company may still grant discretionary proxy authority to vote on such shareholder proposal in accordance with Rule 14a-4(c)(1).

Pursuant to Section 188(1)(c) of the Business Corporations Act (British Columbia) (the “BCBCA”), shareholders of the Company who wished to have any shareholder nominees for director included in the Information Circular were required to ensure that such shareholder nomination was received by the Company at its principal executive offices before the close of business on Friday, September 15, 2023, which was the date that was three months prior to the anniversary date of the Company’s last annual general meeting of shareholders, held on December 15, 2022. This deadline has now passed. Any shareholder nomination of persons for election to the Company’s Board of Directors (the “Board”) for inclusion in the Information Circular received after Friday, September 15, 2023, will not be included in the Information Circular.

Pursuant to the Company’s advance notice policy, adopted by the shareholders of the Company on December 15, 2014, nominations of persons for election to the Board, but not for inclusion in the Information Circular, must be received by the Corporate Secretary of the Company no earlier than November 15, 2023 and no later than December 20, 2023, which are the 65th day and the 30th day prior to the date of the Meeting, respectively.

In addition, to comply with the SEC’s universal proxy rules, shareholders who intend to solicit proxies in support of director nominees for election at the Meeting other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, which must be postmarked or transmitted electronically to the Company at its principal executive offices no later than December 1, 2023, which is the 10th calendar day following the day on which public announcement of the Meeting was first made.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NIOCORP DEVELOPMENTS LTD.

DATE: November 27, 2023	By:	/s/ Neal S. Shah
		Neal S. Shah Chief Financial Officer

Cover	Nov. 21, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 21, 2023
Entity File Number	000-55710
Entity Registrant Name	NioCorp Developments Ltd.
Entity Central Index Key	0001512228
Entity Tax Identification Number	98-1262185
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	7000 South Yosemite Street
Entity Address, Address Line Two	Suite 115
Entity Address, City or Town	Centennial
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80112
City Area Code	(720)
Local Phone Number	639-4647
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Shares, without par value
Title of 12(b) Security	Common Shares, without par value
Trading Symbol	NB
Security Exchange Name	NASDAQ
Warrants, each exercisable for 1.11829212 Common Shares
Title of 12(b) Security	Warrants, each exercisable for 1.11829212 Common Shares
Trading Symbol	NIOBW
Security Exchange Name	NASDAQ