false 0001512228 A1 0001512228 2024-10-03 2024-10-03 0001512228 NB:CommonSharesWithoutParValueMember 2024-10-03 2024-10-03 0001512228 NB:WarrantsEachExercisableFor1.11829212CommonSharesMember 2024-10-03 2024-10-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

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): October 3, 2024

 

 

 

NioCorp Developments Ltd.

 

(Exact name of registrant as specified in its charter)

 

 

 

British Columbia, Canada
(State or other jurisdiction
of incorporation)		 001-41655
(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 1.01Entry into a Material Definitive Agreement.`

 

On October 3, 2024, NioCorp Developments Ltd. (“NioCorp” or the “Company”) entered into (i) a consent and waiver (the “Yorkville Consent”) to the unsecured note (the “Yorkville Note”) issued and sold to YA II PN, Ltd. (“Yorkville”) on April 12, 2024 pursuant to the securities purchase agreement (the “Purchase Agreement”), by and among the Company, Yorkville and Lind Global Fund II LP (“Lind” and, together with Yorkville, the “Holders”) and (ii) a consent and waiver (together with the Yorkville Consent, the “Consents”) to the unsecured note (together with the Yorkville Note, the “Notes”) issued and sold to Lind on April 12, 2024 pursuant to the Purchase Agreement.

The Consents, among other things, reduce the amounts due to the Holders on October 1, 2024 by an aggregate of $1,176,476 to an aggregate of $335,524, increase the amounts due to the Holders on January 1, 2025 by an aggregate of $1,176,476, and prospectively waive any term of the Notes that would otherwise be triggered upon a failure of the Company to pay to the Holders the remainder of the amount due on October 1, 2024. The Consents also extend the maturity date of the Notes from December 31, 2024 to January 31, 2025. Except as modified by the Consents, the terms of the Notes as previously disclosed are unchanged.

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

  

 

 

 

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: October 3, 2024 By: /s/ Neal S. Shah
   

Neal S. Shah

Chief Financial Officer

 

 

 

 

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Cover
Oct. 03, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Oct. 03, 2024
Entity File Number 001-41655
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
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