Niocorp Developm SEC Filings

NioCorp Developments Ltd. (NB) launched a preliminary prospectus supplement for a primary offering of common shares and, in lieu of shares for certain investors, pre-funded warrants. The deal is on a “reasonable best efforts” basis via Maxim Group LLC, and the company—not the placement agent—will receive the proceeds, after commissions and expenses.

Each pre-funded warrant is immediately exercisable, carries no expiration, and has a $0.0001 per-share exercise price. The supplement also covers the common shares issuable upon warrant exercise. NioCorp plans to use net proceeds for working capital and to advance construction and commercialization efforts at its Elk Creek Project.

The company highlights risks typical of such offerings, including potential share price volatility, dilution, PFIC considerations, and the absence of an offering minimum or escrow under a best-efforts placement. Common shares trade on Nasdaq under “NB”; the pre-funded warrants will not be listed. As of October 10, 2025, shares outstanding were 101,993,495, and the last reported sale price was $10.39.

NioCorp Developments Ltd. (NB) furnished an update with certain preliminary financial results for the three-month period ended September 30, 2025, via a press release attached as Exhibit 99.1.

The company stated this information is furnished under Item 2.02, is not deemed filed under the Exchange Act, is not subject to Section 18 liabilities, and is not incorporated by reference into Securities Act or Exchange Act filings.

Its securities trade on Nasdaq: Common Shares (NB) and Warrants (NIOBW), with each warrant exercisable for 1.11829212 Common Shares.

NioCorp Developments Ltd. files a registration statement describing potential offerings of Common Shares, Warrants, debt securities and units and incorporates prior SEC filings and a Form 8-A description of its Common Shares. The filing enumerates detailed terms that may apply to Warrants (exercise mechanics, transferability, adjustments, tax consequences) and a specific redemption feature for assumed NioCorp Warrants that can be redeemed in whole at $0.01 per assumed Warrant after a 30-day notice if the reported last sale price of Common Shares equals or exceeds $16.10 for any 20 trading days within a 30-trading day period and an effective registration and prospectus are available during the 30-day redemption period. The document also lists extensive debt security provisions (interest rates, maturity, subordination, redemption, defaults and remedies), global security mechanics and circumstances for exchange into certificated securities, amendment and trustee powers, and indemnification and advancement standards for directors and officers under applicable corporate law.

NioCorp Developments Ltd. filed an S-8 to register securities for an employee benefit plan, incorporating prior reports and exhibits by reference. The filing defines key terms for indemnification of directors, officers and equivalent positions at affiliated or associated entities, describes what constitutes an "eligible proceeding," and limits indemnity where actions were not in good faith or lacked reasonable grounds. The registrant agrees to file post-effective amendments to update prospectus information and to remove unsold securities at offering termination.

NioCorp Developments Ltd. filed an 8-K reporting entry into a material definitive agreement dated September 26, 2025. The filing lists four exhibits: a Placement Agency Agreement with Maxim Group LLC, a Form of Pre-Funded Warrant, and legal Opinion and Consent letters from Blake, Cassels & Graydon LLP and Jones Day. The document also references Regulation FD disclosure and other events, and is signed by the company CFO, Neal S. Shah. The filing provides the existence and parties to the agreements but does not disclose the financial terms, issuance amounts, pricing, or economic effects of the transaction.

NioCorp Developments Ltd. is a development-stage mineral company focused on advancing the Elk Creek Project and has not yet generated revenue. The company reported a net loss per share of $0.36 for the year ended June 30, 2025 (vs. $0.31 prior year) and disclosed that it does not have sufficient cash to fund planned operations and mine construction for the next twelve months, creating substantial doubt about its ability to continue as a going concern. The company completed a July 2025 offering (Maxim as placement agent) with net proceeds to be used for working capital and advancing Elk Creek construction, and it reported potential access to up to $46,917 in net proceeds under the Yorkville Equity Facility through April 1, 2026. The filing discloses material weaknesses in internal control over financial reporting, a history of losses, significant funding requirements, numerous outstanding warrants and options that could dilute shareholders, and no impairment recorded on mineral properties as of June 30, 2025.

Ernest M. Cleave, Senior VP Business Development at NioCorp Developments Ltd. (NB), reported an award of employee stock options. The Form 4 shows a grant on 08/18/2025 of 100,000 employee stock options with an exercise price of $4.35. The filing notes 34% of the options vested on the grant date and the remainder vests in equal annual installments through August 18, 2027. The report lists 100,000 underlying common shares beneficially owned following the transaction and identifies the ownership as direct. The form was signed by an attorney-in-fact on behalf of the reporting person on 09/05/2025.