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): April 5, 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 3.02 | Unregistered Sales of Equity Securities. |
As previously disclosed, on March 27, 2018, NioCorp Developments Ltd. (the “Company”) provided notice to Lind Asset Management IV LLC (“Lind”) of its election to call an additional $1.0 million in funding (the “Convertible Security Increase”) pursuant to the definitive convertible security funding agreement, dated December 14, 2015, between the Company and Lind.
On April 5, 2018, in connection with the Convertible Security Increase, the Company issued 1,058,872 common share purchase warrants of the Company (the “Warrants”) to Lind, with each Warrant entitling the holder to acquire one common share of the Company at a price of C$0.72 per share until April 5, 2021. The Warrants were issued pursuant to the exemption from the registration requirements of the Securities Act of 1933 provided by Section 4(a)(2) thereof 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 6, 2018