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.
2
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]
3
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
|
4