Lithium Americas (NYSE: LAC) secures $150M subordinated convertible debenture financing

Rhea-AI Filing Summary

Lithium Americas Corp. entered into a Securities Purchase Agreement with YA II PN, Ltd. and completed an initial closing for $150.0 million in aggregate principal amount of subordinated convertible debentures, with an additional $25.0 million available for future issuance at the company’s option. The debentures are subordinated and convertible into common shares, subject to conversion limits.

While notes previously issued to OMF Fund IV SPV M LLC remain outstanding, cash principal repayments on the new debentures are capped at $35 million and must be funded only from new equity financings or cash distributions from the General Motors joint venture, and coordinated with offers to repurchase the Orion notes. After 181 days, the company may optionally redeem amounts outstanding at principal plus a 10% premium plus accrued interest, with the investor retaining a 10-trading-day conversion election window.

Conversions are limited to no more than 19.99% of outstanding common shares without stockholder approval and are also subject to a 4.99% beneficial ownership cap, which may be increased to 9.99% on notice. The securities were issued in a private placement to an accredited investor under Section 4(a)(2) and Rule 506 of Regulation D, and are subject to resale registration rights.

Positive

• Company secures $150.0 million in new subordinated convertible financing, with an additional $25.0 million available at its option.
• Repayment structure ties cash principal payments to equity financing and GM joint venture distributions, potentially preserving operating liquidity.

Negative

• New subordinated convertible debentures add leverage and potential equity dilution through future conversions.
• Change-of-control put at principal plus a 10% premium and accrued interest creates an additional cash obligation in a sale transaction.

Filing Explained

Issued debt creates future, potentially dilutive conversion rights; resale registration and operating-financing restrictions remain commitments rather than completed actions.

The August 13, 2026 filing describes Lithium Americas’ $150.0 million of debentures as issued, while common shares remain issuable only upon conversion; any resulting ownership dilution is therefore a future conversion consequence, not a completed share issuance.

Issuing additional shares would increase the total share count and reduce existing holders’ percentage ownership; the disclosed 19.99% exchange cap and 4.99% beneficial-ownership limit, which can rise to 9.99% after notice, constrain that conversion.

The registration-rights agreement commits the company to file a resale registration statement within three business days after filing its 10-Q for the period ended June 30, 2026, while the filing states that the securities are not registered at this stage.

While the debentures remain outstanding, the agreement also restricts variable-rate transactions, some additional debt and liens, and use of existing equity lines without investor consent; a change of control gives the investor a repurchase right at principal plus a 10% premium and accrued interest.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Initial debenture principal: $150.0 million Additional debentures capacity: $25.0 million Cash repayment cap: $35 million +5 more

8 metrics

Initial debenture principal $150.0 million Aggregate principal amount of subordinated convertible debentures issued at initial closing

Additional debentures capacity $25.0 million Remaining principal that may be sold in delayed closings under the Purchase Agreement

Cash repayment cap $35 million Maximum cash principal repayments on debentures while Orion notes remain outstanding

Redemption premium 10% Payment premium above outstanding principal on optional redemption or change of control repurchase

Exchange Cap 19.99% Maximum percentage of outstanding common shares issuable on conversion absent stockholder approval

Beneficial ownership cap 4.99% to 9.99% Investor beneficial ownership limit, increaseable from 4.99% to 9.99% on 65 days’ notice

Redemption start 181st day Earliest date after issuance when optional redemption of debentures is permitted

Conversion election window 10 trading days Period for investor to elect conversion after receiving a redemption notice

Key Terms

subordinated convertible debentures, Exchange Cap, beneficially owning, registration rights agreement, +1 more

5 terms

subordinated convertible debentures financial

"the Company issued $150.0 million in aggregate principal amount of subordinated convertible debentures"

A subordinated convertible debenture is a type of corporate debt that pays interest and must be repaid but ranks below other creditors if the company goes bankrupt, and it can be converted into a set number of common shares under specified conditions. Think of it as a loan that also carries an option to trade the loan for stock: holders sit later in the repayment line (subordinated) yet gain potential upside if conversion to equity increases in value. Investors care because it affects a company’s debt load, repayment risk, and possible share dilution if conversion occurs.

Exchange Cap regulatory

"more than 19.99% of the Company’s outstanding Common Shares as of signing unless stockholder approval"

beneficially owning financial

"if it would result in the Investor beneficially owning more than 4.99% of the Company’s Common Shares"

registration rights agreement regulatory

"the Company entered into a registration rights agreement with the Investor"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

variable-rate transactions financial

"including a prohibition on variable-rate transactions while amounts are outstanding"

FAQ

What financing did Lithium Americas Corp. (LAC) complete with YA II PN, Ltd.?

Lithium Americas completed an initial closing for $150.0 million in subordinated convertible debentures with YA II PN, Ltd., with the potential to issue an additional $25.0 million in debentures in one or more later closings at the company’s discretion.

What are the key repayment limits on Lithium Americas’ new debentures?

While Orion notes remain outstanding, cash principal repayments on the new debentures are capped at $35 million and must be funded only from new equity financing and/or cash distributions from the General Motors joint venture, alongside an offer to repurchase Orion notes.

What conversion caps apply to the Lithium Americas (LAC) debentures?

The investor cannot convert into more than 19.99% of outstanding common shares without shareholder approval and cannot hold more than 4.99% beneficial ownership, which may be increased to 9.99% after 65 days’ written notice from the investor.

When can Lithium Americas redeem the new debentures, and at what price?

Starting on the 181st day after issuance, Lithium Americas may optionally redeem all or part of the debentures at principal plus a 10% payment premium and accrued interest, subject to the investor’s 10-trading-day right to elect conversion before redemption.

How were Lithium Americas’ new debentures issued under U.S. securities laws?

The debentures and related common shares were issued in a private placement relying on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, to an accredited investor, with resale registration rights for the conversion shares.

What restrictions apply to Lithium Americas and the investor under this debenture deal?

The company is restricted from entering variable-rate transactions, incurring certain additional indebtedness and liens, and using existing equity lines without consent, while the investor agreed not to engage in short sales of Lithium Americas’ equity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 08/13/2026 - 04:08 PM Accepted by SEC EDGAR 08/13/2026 - 04:06 PM Learn about SEC filing dates

00-0000000 NYSE 0001966983 false 0001966983 2026-08-13 2026-08-13

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): August 13, 2026

Lithium Americas Corp.

(Exact name of registrant as specified in its charter)

British Columbia		001-41788		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

3260-666 Burrard Street

Vancouver, British Columbia, Canada V6C 2X8

(Address of principal executive office and Zip Code)

(778) 656-5820

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, no par value per share		LAC		New York Stock Exchange; Toronto Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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

On August 13, 2026, Lithium Americas Corp. (the “Company”) completed the initial closing of the transactions contemplated by the Securities Purchase Agreement dated August 5, 2026 (the “Purchase Agreement”), with YA II PN, Ltd. (the “Investor”), pursuant to which the Company issued $150.0 million in aggregate principal amount of subordinated convertible debentures (the “Debentures”). Pursuant to the Purchase Agreement, the remaining $25.0 million may be sold from time to time in one or more delayed closings upon exercise of the Company’s put right as further described in the Purchase Agreement.

Key Terms of the Purchase Agreement and Debentures:

• Proceeds to be used for general corporate purposes, which may include funding of corporate and project overhead expenses, financing of capital expenditures, repayment of indebtedness and additions to working capital.

• Debentures were issued at 100% of principal.

• 5 year maturity with 5% annual interest rate. The interest rate increases to 7.50% during the initial two year period, and to 15% after two years, in each case if certain specified events occur (including if the stock price falls below the floor price for a specified period, if the registration statement is unavailable for an extended period, or if the exchange cap is substantially exhausted).

• Conversion price equal to the lower of (i) a fixed price equal to $4.56 or (ii) 95% of the lowest daily VWAP during the five consecutive trading days immediately preceding the date of conversion, subject to a floor price equal to $1.63 (which shall be reduced in certain circumstances, but in no event to less than $0.65).

So long as any convertible notes previously issued to OMF Fund IV SPV M LLC (“Orion”) remain outstanding, cash repayments of principal under the Debentures are limited to $35 million. Such repayments are permitted only if the Company offers to repurchase the Orion notes under certain conditions. Any such payments must be funded solely from proceeds of a new equity financing and/or cash distributions from the joint venture between General Motors Holdings LLC and the Company. In addition, the Company has agreed not to pay cash interest on the Debentures unless, as of the applicable interest payment date, interest payments to Orion under the Orion notes have been made in cash on the most recent interest payment date.

Subject to the forgoing repayment limitations, following the 181st day after the date of issuance, the Company may exercise an optional redemption of all or a portion of the outstanding amounts at a redemption amount equal to outstanding principal plus a 10% payment premium plus accrued and unpaid interest. Upon delivery of a redemption notice, the Investor has ten trading days to elect to convert all or any portion of the Debenture prior to redemption.

The Investor may not convert the Debentures for common shares, no par value (“Common Shares”) representing more than 19.99% of the Company’s outstanding Common Shares as of signing unless stockholder approval to exceed such cap is obtained in accordance with the rules and regulations of the NYSE and the Toronto Stock Exchange (the “Exchange Cap”). In addition, the Investor may not convert Debentures for Common Shares if it would result in the Investor beneficially owning more than 4.99% of the Company’s Common Shares, which threshold may be increased to 9.99% upon 65 days’ prior written notice by the Investor.

If a change of control transaction occurs, the Investor may require the Company to repurchase all or any portion of the Debentures at a price equal to outstanding principal plus a 10% payment premium plus accrued and unpaid interest.

In connection with the Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investor, pursuant to which the Company agreed to file a registration statement covering the resale of the Common Shares issuable upon conversion of the Debentures within three business days after the filing of the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2026. The Purchase Agreement includes customary covenants and restrictions, including a prohibition on variable-rate transactions while amounts are outstanding, limitations on additional indebtedness and liens subject to agreed

2

exceptions (including specified existing indebtedness and project-level indebtedness for subsidiaries), and limitations on the Company’s use of existing equity lines without Investor consent. Any subsidiary that directly receives Debenture proceeds must guarantee the Company’s obligations. The Investor agreed not to engage in short sales of the Company’s equity.

The Debentures and the Common Shares issuable upon conversion thereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and were offered and sold in a private placement in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder. The Investor represented that it is an accredited investor.

The foregoing description of the Purchase Agreement, the Debentures and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of each such agreement. The Purchase Agreement was previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 6, 2026, and a copy of the Debentures and the Registration Rights Agreement are filed as Exhibit 4.1 and 4.2, respectively, hereto.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 of this Current Report with respect to the Debentures is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report relating to the issuance of Common Shares to the Investor pursuant to the Purchase Agreement, including any shares to be issued in connection with a conversion of the Debentures, and relating to the issuance of the Debentures, is incorporated by reference herein in its entirety. The offer and sale of Common Shares and the issuance of the Debentures pursuant to the Purchase Agreement was made in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description
4.1*+		Subordinated Convertible Debenture, dated August 13, 2026, issued by Lithium Americas Corp. to YA II PN, Ltd.
4.2*+		Registration Rights Agreement, dated August 5, 2026, by and between Lithium Americas Corp. and YA II PN, Ltd.
10.1+		Securities Purchase Agreement, dated August 5, 2026, by and between Lithium Americas Corp. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Lithium Americas Corp. on August 6, 2026)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith.

+ Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Commission upon its request.

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 thereunto duly authorized.

				Lithium Americas Corp.
Date: August 13, 2026
				By:		/s/ Jonathan Evans
						Jonathan Evans
						President and Chief Executive Officer

4

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-4.1 EX-4.1 106.9 KB
• EX-4.2 EX-4.2 91.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB