0001615774-17-004503.txt : 20170816 0001615774-17-004503.hdr.sgml : 20170816 20170816170054 ACCESSION NUMBER: 0001615774-17-004503 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170810 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170816 DATE AS OF CHANGE: 20170816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NIOCORP DEVELOPMENTS LTD CENTRAL INDEX KEY: 0001512228 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55710 FILM NUMBER: 171036895 BUSINESS ADDRESS: STREET 1: 7000 S. YOSEMITE STREET STREET 2: STE. 115 CITY: CENTENNIAL STATE: CO ZIP: 80112 BUSINESS PHONE: 720-639-4647 MAIL ADDRESS: STREET 1: 7000 S. YOSEMITE STREET STREET 2: STE. 115 CITY: CENTENNIAL STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: QUANTUM RARE EARTH DEVELOPMENTS CORP. DATE OF NAME CHANGE: 20110204 8-K 1 s107226_8k.htm 8-K

 

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):  August 10, 2017
____________________________
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 ý

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 Convertible Security 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”).

On August 10, 2017, Lind provided notice to the Company of its election to advance an additional $1.0 million in funding under the Initial Convertible Security pursuant to its right under the Lind Agreement (the “Convertible Security Increase”). As a result, upon payment of the additional $1.0 million in funding by Lind to the Company, the face amount of the Initial Convertible Security will be increased by $1.2 million ($1.0 million in additional funding and $200,000 in implied interest amount).  

The foregoing summary of the Lind Agreement is not complete and is qualified in its entirety by reference to the text of the Lind Agreement, a copy of which is filed hereto as Exhibits 10.1 and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

On August 4, 2017, the Company issued 1,102,709 common shares of the Company to Lind upon conversion of US$500,000 in principal amount of the Initial Convertible Security at a conversion price of C$0.57609 per share. The common shares were issued, among other exemptions, pursuant to Section 3(a)(9) of the Securities Act of 1933 (the “Securities Act”), in connection with the voluntary conversion of a portion of the amount outstanding under the Initial Convertible Security and based upon representations and warranties of Lind in connection therewith.

The disclosure regarding the Lind Agreement and the Convertible Security 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 August 15, 2017, in connection with the Convertible Security Increase, the Company issued 260,483 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$0.73 per share until August 15, 2020. The Warrants were issued pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof based upon representations and warranties of Lind in connection therewith.

 


 
 

Item 9.01  Financial Statements and Exhibits.  
             
    (d) Exhibits.        
             
    Exhibit      Description
             
    10.1     Convertible Security Funding Agreement between the Company and Lind Asset Management IV, LLC, dated December 14, 2015 (including Form of Warrant)(previously filed as an exhibit to the Company’s Draft Registration Statement on Form S-1 (Registration No. 377-01354) submitted to the Commission on July 26, 2016 and 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.

By: /s/ Neal S. Shah                                             
Name: Neal S. Shah
Title: Chief Financial Officer

Date: August 16, 2017

 
 

 

 

 Exhibit Index
       
       
Exhibit     Description
       
10.1   Convertible Security Funding Agreement between the Company and Lind Asset Management IV, LLC, dated December 14, 2015 (including Form of Warrant) (previously filed as an exhibit to the Company’s Draft Registration Statement on Form S-1 (Registration No. 377-01354) submitted to the Commission on July 26, 2016 and incorporated herein by reference).