NioCorp (NB) adds standby equity agreement exhibits to Form S-3

Rhea-AI Filing Summary

NioCorp Developments Ltd. filed a current report to note that it is submitting additional exhibits related to its Registration Statement on Form S-3. The company is listing a Standby Equity Purchase Agreement dated January 26, 2023 with YA II PN, Ltd., along with an amendment to that agreement dated May 3, 2024, both of which were previously filed and are incorporated by reference. It is also adding a legal opinion from Blake, Cassels & Graydon LLP and the related consent, plus the cover page interactive data file. This filing updates the documentation supporting the company’s existing shelf registration without introducing new financial results.

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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): January 20, 2026

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
Common Shares, without par value	NB	The Nasdaq Stock Market LLC
Warrants, each exercisable for 1.11829212 Common Shares	NIOBW	The Nasdaq Stock Market LLC
Common Share Purchase Rights	N/A	The Nasdaq Stock Market LLC

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 8.01 Other Events.

NioCorp Developments Ltd. is filing herewith the following exhibits to its Registration Statement on Form S-3 (File No. 333-290837):

1. Standby Equity Purchase Agreement, dated as of January 26, 2023, by and between NioCorp Developments Ltd. and YA II PN, Ltd.

2. Amendment #1 to Standby Equity Purchase Agreement, dated as of May 3, 2024, by and between NioCorp Developments Ltd. and YA II PN, Ltd.

3. Opinion and Consent of Blake, Cassels & Graydon LLP.

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit No.	Description
1.1	Standby Equity Purchase Agreement, dated as of January 26, 2023, by and between NioCorp Developments Ltd. and YA II PN, Ltd. (previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 000-55710) filed with the SEC on January 27, 2023 and incorporated herein by reference)
1.2	Amendment #1 to Standby Equity Purchase Agreement, dated as of May 3, 2024, by and between NioCorp Developments Ltd. and YA II PN, Ltd. (previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 001-41655) filed with the SEC on May 3, 2024 and incorporated herein by reference)
5.1	Opinion of Blake, Cassels & Graydon LLP
23.1	Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.1)
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.

	NIOCORP DEVELOPMENTS LTD.
DATE: January 20, 2026	By:	/s/ Neal S. Shah
		Neal S. Shah  Chief Financial Officer

FAQ

What did NioCorp Developments Ltd. (NB) report in this 8-K filing?

NioCorp Developments Ltd. reported that it is filing specific exhibits related to its Registration Statement on Form S-3, including a Standby Equity Purchase Agreement, an amendment to that agreement, a legal opinion, a related consent, and the cover page interactive data file.

What agreements are referenced between NioCorp (NB) and YA II PN, Ltd.?

The filing references a Standby Equity Purchase Agreement dated January 26, 2023 between NioCorp Developments Ltd. and YA II PN, Ltd., as well as Amendment #1 to that agreement dated May 3, 2024. Both were previously filed and are incorporated by reference.

How does this 8-K relate to NioCorp’s Form S-3 registration?

The 8-K states that NioCorp Developments Ltd. is filing exhibits to its Registration Statement on Form S-3 (File No. 333-290837), updating the set of agreements and legal opinions that support that shelf registration.

Which legal firm provided an opinion for NioCorp (NB) in this filing?

Blake, Cassels & Graydon LLP provided a legal opinion, listed as Exhibit 5.1, and its consent is included as Exhibit 23.1 within the same document.

Does this NioCorp 8-K include new financial results or earnings data?

No, this 8-K focuses on exhibits related to an existing Form S-3 registration, such as agreements and legal opinions, rather than reporting new financial results or earnings.

Who signed this NioCorp Developments Ltd. (NB) 8-K?

The report was signed on behalf of NioCorp Developments Ltd. by Neal S. Shah, who is identified as the company’s Chief Financial Officer.