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): December 17,
2010
Li3
Energy, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-127703
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20-3061907
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(State
or Other Jurisdiction
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(Commission
File
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(I.R.S.
Employer
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of
Incorporation)
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Number)
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Identification
Number)
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Av.
Pardo y Aliaga 699
Of.
802
San
Isidro, Lima, Peru
(Address
of principal executive offices, including zip code)
(51)
1-212-1880
(Registrant’s
telephone number, including area code)
Copy
to:
Adam S.
Gottbetter, Esq.
Gottbetter
& Partners, LLP
488
Madison Avenue, 12th Floor
New York,
NY 10022
Phone: (212)
400-6900
Not
applicable
(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 (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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This
report and its exhibits contain “forward-looking statements.” All
statements other than statements of historical facts included in this report and
its exhibits, including without limitation, statements regarding our financial
position, estimated working capital, business strategy, the plans and objectives
of our management for future operations and those statements preceded by,
followed by or that otherwise include the words “believe,” “expects,”
“anticipates,” “intends,” “estimates,” “projects,” “target,” “goal,” “plans,”
“objective,” “should,” or similar expressions or variations on such expressions
are forward-looking statements. We can give no assurances that the assumptions
upon which the forward-looking statements are based will prove to be correct.
Because forward-looking statements are subject to risks and uncertainties,
actual results may differ materially from those expressed or implied by the
forward-looking statements. There are a number of risks, uncertainties and other
important factors that could cause our actual results to differ materially from
the forward-looking statements, including, but not limited to, our ability to
identify appropriate corporate acquisition and/or joint venture opportunities in
the lithium mining sector and to establish the technical and managerial
infrastructure, and to raise the required capital, to take advantage of, and
successfully participate in such opportunities; future economic conditions;
political stability; and lithium prices. For further information
about the risks we face, see “Risk Factors” in Part I, Item 1A of Amendment No.
1 to our Annual Report on Form 10-K, filed with the Securities and Exchange
Commission on November 5, 2010.
Except
as otherwise required by the federal securities laws, we disclaim any
obligations or undertaking to publicly release any updates or revisions to any
forward-looking statement contained in this Report to reflect any change in our
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
Item
3.02 Unregistered Sales of Equity
Securities.
As previously disclosed, on December 9, 2010, Li3 Energy, Inc. (the “Company”) held an initial closing of a private placement offering (the
“Offering”) with respect to 3,333,338 units of its securities (the
“Units”) to institutional and accredited investors and non-U.S. persons
for gross proceeds of $500,000, at an offering price of
$0.15 per Unit. Each Unit consists of (i) one share of
common stock, par value
$0.001 per share, of
the Company (“Common Stock”), and (ii) a warrant to
purchase one share of
common stock at an exercise price of $0.15 per share (the “Warrants”). The Warrants will be exercisable from issuance
until five years after the final closing of the
Offering.
On December 17, 2010, the Company closed
on the sale of 5,383,325
Units in the Offering, raising gross proceeds of approximately $807,499, and on
December 30, 2010, the Company closed on the sale of a further 766,667 Units in
the Offering, raising additional gross proceeds of approximately
$115,000.
The
subscription agreements (the “Subscription Agreements”) between the Company and
each investor (each “Subscriber”) in the Offering provide the Subscribers with
certain “piggyback” registration rights covering the shares of Common Stock
included in the Units and the shares of Common Stock issuable upon exercise of
the Warrants.
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The Company entered into an agreement to pay a finder (the “Finder”) cash fees of 7% of the purchase price of each Unit
sold in the Offering to investors introduced to the Company by the Finder (the “Introduced Investors”), and to issue such Finder five-year
warrants (the “Finder Warrants”) exercisable at $0.15 per share to purchase a number of
shares of Common Stock equal to up to 7% of the shares of Common Stock included in the Units sold in the
Offering to the Introduced Investors. As a
result of the sales of the Units in the December 17 and December 30, 2010, closings, the Company has paid an aggregate of approximately
$57,575 of fees to the Finder and has issued and/or become obligated to
issue Finder Warrants to purchase an aggregate
of 383,833 shares of Common Stock.
The sale
of the Units and the securities contained therein were exempt from the
registration requirements of the Securities Act of 1933 by virtue of Section
4(2) thereof and Regulation D and/or Regulation S promulgated thereunder, as
transactions by an issuer not involving a public offering. The
purchasers of the securities represented their intention to acquire the
securities for investment only and not with a view to or for sale in connection
with any distribution thereof, and appropriate legends were affixed to the
certificates issued in such transactions. All purchasers of the
securities represented and warranted, among other things, that they were
accredited investors within the meaning of Regulation D and/or non-U.S. persons
within the meaning of Regulation S, that they had the knowledge and experience
in financial and business matters necessary to evaluate the merits and risks of
an investment in the Company and had the ability to bear the economic risks of
the investment, and that they had adequate access to information about the
Company.
As
previously disclosed, the Company is party to an Employment Services Agreement
(the “Executive Agreement”), dated as of August 11, 2010, with MIZ
Comercializadora, S. de R.L. (“MIZ”), whereby MIZ makes available to the Company
the services of R. Thomas Currin, Jr., an employee of MIZ, as the Company’s
Chief Operating Officer. As of December 14, 2010, the Company reached
an agreement with MIZ, pursuant to which the Company shall issue 500,000 shares
of Common Stock (the “Salary Shares”) to MIZ in lieu of the Company’s
obligations under the Executive Agreement to pay an aggregate of approximately
$78,356 in base salary for Executive’s services from August 11, 2010, through
December 31, 2010. The issuance of the Salary Shares will be exempt
from the registration requirements of the Securities Act of 1933 by virtue of
Section 4(2) thereof and Regulation D and/or Regulation S promulgated
thereunder, as a transaction by an issuer not involving a public
offering.
As of
December 30, 2010, the Company reached an agreement (the “Settlement Agreement”)
with an individual the Company had been considering hiring as an executive
officer (the “Candidate”) to settle certain potential claims relating to the
Company’s proposed hire of the Candidate. Pursuant to the Settlement
Agreement, the Company agreed, among other things, to issue 1,000,000 shares of
Common Stock (the “Settlement Shares”) to the Candidate. The Company
valued the portion of the consideration received in the transaction on account
of the Settlement Shares at $200,000, which is equal to the number of Settlement
Shares multiplied by the $0.20 per share closing price of the Common
Stock on December 30, 2010. The issuance of the Settlement Shares
will be exempt from the registration requirements of the Securities Act of 1933
by virtue of Section 4(2) thereof and Regulation D and/or Regulation S
promulgated thereunder, as a transaction by an issuer not involving a public
offering.
As of
December 30, 2010, the Company reached an agreement with its outside counsel
(the “Firm”), pursuant to which the Company shall issue 608,310 shares of Common
Stock (the “Fee Shares”) to the Firm in lieu of approximately $91,247 of
outstanding legal fees and expenses. The issuance of the Fee Shares
will be exempt from the registration requirements of the Securities Act of 1933
by virtue of Section 4(2) thereof and Regulation D promulgated thereunder, as a
transaction by an issuer not involving a public offering.
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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.
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Li3
Energy, Inc.
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Dated: January
6, 2010
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By:
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/s/ Luis
Saenz
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Name: Luis
Saenz
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Title: Chief
Executive Officer
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