Delaware
(State or Other Jurisdiction of Incorporation or Organization)
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00-00000000
(I.R.S. Employer Identification No.)
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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Title of Each Class of
Securities to be Registered (1)
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Amount to be
Registered (1)
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Proposed
Maximum
Offering Price Per Share (2)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount of
Registration Fee (2)
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Common Stock, $0.0001 par value
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3,000,000
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$61.23
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$183,690,000
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$20,040.58
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(1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) also shall cover any additional of common stock, par value $0.0001 per
share (the “Common Stock”) of Piedmont Lithium Inc. (the “Registrant”) in respect of the securities identified in the above table as a result of any stock dividend, stock split, recapitalization or other similar transaction, and any other
securities with respect to which the outstanding shares are converted or exchanged.
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(2) |
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) under the Securities Act based upon the average of the high and low prices of a share of Common Stock reported on The
Nasdaq Stock Market LLC on May 19, 2021.
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(a) |
the Registrant’s Annual Report on Form 20-F for the fiscal year ended June 30, 2020 filed with the Commission on October 13, 2020;
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(b) |
the Registrant’s Current Reports on Form 6-K filed with the Commission on March 16, 2021, March 18, 2021 and March 19, 2021;
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(c) |
the Registrant’s Current Reports on Form 8-K filed with the Commission on May 18, 2021 and May 21, 2021 and Form 8-K12B filed with the Commission on May 18, 2021; and
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(d) |
the Description of Securities filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K12B filed with the Commission on May
18, 2021, together with any amendment or report filed with the Commission for the purpose of updating such description.
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(1) |
to the extent a present or former director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 or in the defense
of any claim, issue or matter therein, such person shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection therewith;
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(2) |
the indemnification and advancement of expenses provided for pursuant to Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise; and
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(3) |
the corporation shall have the power to purchase and maintain insurance of behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s
status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145.
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Exhibit No.
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Exhibit Description
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Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K12B filed with the Commission on May 18, 2021).
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Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K12B filed with the Commission on May 18, 2021).
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Opinion of Gibson, Dunn & Crutcher LLP.
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Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
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Consent of Deloitte Touche Tohmatsu, independent registered public accounting firm.
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Power of Attorney (included on the signature page of this Registration Statement).
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Piedmont Lithium Inc. Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Commission on May 18, 2021).
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
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(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
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(2) |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(b) |
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(h) |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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Piedmont Lithium Inc.
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By:
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/s/ Keith Phillips
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Name:
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Keith Phillips
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Title:
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President and Chief Executive Officer
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Name
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Title
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Date
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/s/ Keith Phillips
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President and Chief Executive Officer, Director
(Principal Executive Officer)
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May 25, 2021
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Keith Phillips
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/s/ Michael White
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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May 25, 2021
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Michael White
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/s/ Anastasios Arima
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Director
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May 25, 2021
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Anastasios Arima
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/s/ Jeffrey Armstrong
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Director
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May 25, 2021
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Jeffrey Armstrong
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/s/ Levi Mochkin
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Director
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May 25, 2021
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Levi Mochkin
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/s/ Jorge Beristain
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Director
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May 25, 2021
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Jorge Beristain
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/s/ Todd Hannigan
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Director
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May 25, 2021
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Todd Hannigan
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