0001615774-18-002307.txt : 20180402 0001615774-18-002307.hdr.sgml : 20180402 20180402170045 ACCESSION NUMBER: 0001615774-18-002307 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180327 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 FILED AS OF DATE: 20180402 DATE AS OF CHANGE: 20180402 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: 18729857 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 s109536_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): March 27, 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 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 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 “Convertible Security”).

On March 27, 2018, the Company provided notice to Lind of its election to call an additional $1.0 million in funding under the 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 pursuant to the Convertible Security Increase, the face amount of the Convertible Security will be increased by $1.2 million ($1.0 million in additional funding and $200,000 in implied interest amount).

Item 3.02

Unregistered Sales of Equity Securities.

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 February 22, 2018, the Company issued 1,341,177 common shares of the Company to Lind upon conversion of US$575,000 in principal amount of the Convertible Security at a conversion price of C$0.5446 per share. The common shares were issued, among other exemptions, pursuant to Section 3(a)(9) of the Securities Act of 1933 in connection with the voluntary conversion of a portion of the amount outstanding under the Convertible Security and based upon representations and warranties of Lind in connection therewith.

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: April 2, 2018