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): October 13, 2025
NioCorp Developments Ltd.
(Exact name of registrant as specified in its charter)
| British Columbia, Canada (State or other jurisdiction of incorporation) | 001-41655 (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) 334-7066
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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 ☐
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 1.01 Entry into a Material Definitive Agreement.
Placement Agency Agreement
On October 13, 2025, NioCorp Developments Ltd. (the “Company”) entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC to act as the Company’s exclusive placement agent (the “Placement Agent”) to solicit offers to purchase common shares, without par value, of the Company (the “Common Shares”) (or pre-funded warrants (the “Pre-Funded Warrants”) to purchase Common Shares in lieu thereof) in a registered direct offering registered under the Securities Act (as defined below) (the “Offering”). Pursuant to the Placement Agency Agreement, the Company issued and sold (a) 10,152,175 Common Shares at an offering price of $9.34 per Common Share, less the Placement Agent’s fee of $0.6538 per Common Share, and (b) 5,925,000 Pre-Funded Warrants at an offering price of $9.3399 per Pre-Funded Warrant, less the Placement Agent’s fee of $0.6538 per Pre-Funded Warrant. The Offering was conducted on a reasonable “best efforts” basis and closed on October 15, 2025.
Each Pre-Funded Warrant is exercisable for one Common Share at a price per Common Share of $0.0001. The Pre-Funded Warrants may be exercised at any time on or after the date of issuance and do not have an expiration date. The Pre-Funded Warrants contain provisions that prohibit exercise if the holder, together with its affiliates, would beneficially own more than 4.99%, or 9.99% upon notice by the holder, of the number of Common Shares outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage to a percentage not in excess of 9.99% by providing notice to the Company, which increase will not be effective until at least 61 days following such notice. Pre-Funded Warrant holders will not have the rights or privileges of a holder of Common Shares with respect to the Common Shares underlying such Pre-Funded Warrants, including any voting rights, until the holder exercises such Pre-Funded Warrants. There is no established trading market for the Pre-Funded Warrants and the Company does not expect a market to develop. In addition, the Company does not intend to apply for the listing of the Pre-Funded Warrants on any national securities exchange or other trading market.
The Placement Agency Agreement contains customary representations, warranties and covenants made by the Company. It also provides customary indemnification by each of the Company and the Placement Agent for losses or damages arising out of or in connection with the Offering, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Placement Agency Agreement, the Placement Agent will have a right of first refusal to act as sole managing underwriter and sole book runner, sole placement agent, or sole sales agent, for any and all future public or private equity, equity-linked or convertible debt offerings for which the Company retains the services of an underwriter, agent, advisor or finder until November 14, 2025.
In addition, pursuant to the terms of the Placement Agency Agreement, the Company’s executive officers and directors entered into lock-up agreements in substantially the form included as an exhibit to the Placement Agency Agreement, providing for a 30-day “lock-up” period with respect to sales of Common Shares and securities that are exchangeable or exercisable for Common Shares, subject to certain exceptions. In addition, subject to certain exceptions, the Company has agreed, (i) until November 28, 2025, not to, and to cause its subsidiaries not to, issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Common Shares or any securities that are convertible into, or exchangeable or exercisable for, Common Shares and (ii) until November 28, 2025, not to, issue any securities that are subject to a price reset based on the trading prices of our Common Shares or upon a specified or contingent event in the future, or enter into any agreement to issue securities at a future determined price. The foregoing restrictions may be waived by the Placement Agent at its discretion.
The Offering was made pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-290837) (the “Registration Statement”), which was filed with the Securities and Exchange Commission (the “SEC”) on October 10, 2025 that became effective upon filing pursuant to Rule 462(e) of the Securities Act, as supplemented by a prospectus supplement, dated October 13, 2025, filed with the SEC on October 14, 2025.
The net proceeds from the Offering were approximately $139.1 million, after deducting the Placement Agent commissions and estimated offering expenses but before giving effect to the exercise of any Pre-Funded Warrants.
The foregoing description of the Placement Agency Agreement is qualified in its entirety by the full text of the Placement Agency Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Pre-Funded Warrants is qualified in its entirety by the full text of the Form of Pre-Funded Warrant, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
The Company is filing herewith the following exhibits to the Registration Statement:
| 1. | Placement Agency Agreement, dated as of October 13, 2025, by and between NioCorp Developments Ltd. and Maxim Group LLC; |
| 2. | Form of Pre-Funded Warrant; |
| 3. | Opinion and Consent of Blake, Cassels & Graydon LLP; and |
| 4. | Opinion and Consent of Jones Day. |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description |
| 1.1 | Placement Agency Agreement, dated as of October 13, 2025, by and between NioCorp Developments Ltd. and Maxim Group LLC |
| 4.1 | Form of Pre-Funded Warrant (included in Exhibit 1.1) |
| 5.1 | Opinion of Blake, Cassels & Graydon LLP |
| 5.2 | Opinion of Jones Day |
| 23.1 | Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.1) |
| 23.2 | Consent of Jones Day (included in Exhibit 5.2) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Dated: October 15, 2025
| NIOCORP DEVELOPMENTS LTD. | ||
| By: | /s/ Neal S. Shah | |
| Neal S. Shah Chief Financial Officer | ||