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):  February 16, 2011

Li3 Energy, Inc.
(Exact name of registrant as specified in its charter)

Nevada
333-127703
20-3061907
(State or Other Jurisdiction
(Commission File
(I.R.S. Employer
of Incorporation)
Number)
Identification Number)

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):

¨
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))
 

 
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, December 17, 2010, and December 30, 2010, we held closings of a private placement offering (the Offering) with respect to an aggregate of 9,483,330 units of our securities (the Units) to institutional and accredited investors and non-U.S. persons for aggregate gross proceeds of approximately $1,422,500, at an offering price of $0.15 per Unit.  Each Unit consists of (i) one share of our common stock, par value $0.001 per share (“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 January 31, 2011, we closed on the sale of 1,783,333 Units in the Offering, raising gross proceeds of approximately $267,500.

The subscription agreements (the “Subscription Agreements”) between us 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.
 
We entered into an agreement to pay a finder (the “Finder) cash fees of 7% of the purchase pric e of each Unit sold in the Offering to investors introduced to us 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 January 31, 2011, closing, we have paid an aggregate of approximately $18,725 of fees to the Finder and have issued and/or become obligated to issue Finder Warrants to purchase an aggregate of 124,833 shares of Common Stock.
 
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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 Common Stock and had the ability to bear the economic risks of the investment, and that they had adequate access to information about us.

As previously disclosed, on November 8, 2010, and November 15, 2010,  we held closings of a private placement offering (the “November Offering”) of an aggregate of 4,000,000 units of our  securities (the “November Units”) to institutional and accredited investors and non-U.S. persons for aggregate gross proceeds of $200,000, at an offering price of $0.05 per November Unit. Each November Unit consists of (i) one share of Common Stock, and (ii) a warrant to purchase one share of Common Stock at an exercise price of $0.05 per share (the “November Warrants”). The November Warrants are exercisable from issuance until November 15, 2015.  The subscription agreements (the “November Subscription Agreements”) between us and each investor (each “November Subscriber”) in the November Offering provide each November Subscriber with the right (the “Double Option”), subject to certain conditions, to purchase, at any time prior to November 8, 2011, a number of additional November Units (“Double Units”) up to the number of November Units purchased at the closing of the November Offering by such November Subscriber.  The November Subscription Agreements provide the November Subscribers with certain “piggyback” registration rights covering the shares of Common Stock included in the November Units (including any Double Units) and the shares of Common Stock issuable upon exercise of the November Warrants (including November Warrants included in any Double Units).

On January 26, 2011, February 9, 2011, and February 16, 2011, November Subscribers exercised their Double Options, pursuant to the November Subscription Agreements, to purchase an aggregate of 3,500,000 Double Units for aggregate gross proceeds to us of $175,000.  The issuance of the Double 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.
 
Prior to the February 16, 2011, exercise of the Double Option, the equity securities sold, in the aggregate since our last report filed under this Item 3.02 constituted less than 5% of the number of shares of our Common Stock outstanding.

[Signature page follows immediately]
 
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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.

 
Li3 Energy, Inc.
     
     
Dated:  February 18, 2011
By:
     /s/ Luis Saenz
   
Name:  Luis Saenz
   
Title:  Chief Executive Officer
 
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