Current Report Filing (8-k)
03 February 2018 - 8:38AM
Edgar (US Regulatory)
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): January 30, 2018
|
____________________________
|
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))
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
2.03
|
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
|
Lind
Second Tranche Increase
As
previously disclosed, on December 14, 2015, NioCorp Developments Ltd. (the "Company") entered into a definitive convertible
security funding agreement (the "Lind Agreement") with an entity managed by The Lind Partners, a New York-based asset
management firm (collectively with The Lind Partners, "Lind"), and issued to Lind an initial convertible security (the
"Initial Convertible Security").
Pursuant
to notice provided by Lind to the Company of its election to advance an additional $2.5 million in funding under the Initial Convertible
Security and the Lind Agreement (the "Second Tranche Increase"), on January 30, 2018, Lind funded $1.5 million of the
$2.5 million Second Tranche Increase. Upon payment of the full $2.5 million in funding by Lind to the Company, the face amount
of the Initial Convertible Security will be increased by $3.0 million ($2.5 million in additional funding and $500,000 in implied
interest amount).
Item
3.02
|
Unregistered
Sales of Equity Securities.
|
The
disclosure regarding the Lind Agreement and the Second Tranche Increase contained in Item 2.03 of this Current Report on Form
8-K is hereby incorporated by reference into this Item 3.02.
On
January 30, 2018, in connection with the funding of $1.5 million of the $2.5 million Second Tranche Increase, the Company issued
1,546,882 common share purchase warrants of the Company (the "Warrants") to Lind, with each Warrant entitling the holder
to acquire one common share at a price of C$0.72 per share until January 30, 2021. The Warrants were issued pursuant to the exemption
from the registration requirements of the Securities Act of 1933 provided by Section 4(a)(2) thereof based upon representations
and warranties of Lind in connection with the Second Tranche Increase.
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.
By:
/s/ Neal S. Shah
Name: Neal S. Shah
Title: Chief Financial Officer
Date:
February 2, 2018
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