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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): February 24, 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 |
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 February 24, 2026, 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 public offering registered under the Securities Act (as defined below) (the “Offering”).
Pursuant to the Placement Agency Agreement, the Company issued and sold (a) 17,400,000 Common Shares at a public offering price of $5.00
per Common Share, less the Placement Agent’s fee of $0.30 per Common Share, and (b) 2,600,000 Pre-Funded Warrants at a public offering
price of $4.9999 per Pre-Funded Warrant, less the Placement Agent’s fee of $0.30 per Pre-Funded Warrant. The Offering was conducted
on a reasonable “best efforts” basis and closed on February 25, 2026.
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”).
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) for a period of 60 days following the date of the closing of the Offering, 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) for a period of 60 days following
the date of the closing of the Offering, 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 and became effective upon filing pursuant to Rule 462(e)
of the Securities Act, as supplemented by a prospectus supplement, dated February 24, 2026, filed with the SEC on February 25, 2026.
The net proceeds from the Offering were approximately
$93.6 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 7.01 | Regulation FD Disclosure. |
On February 25, 2026, the Company issued a press
release announcing the closing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference. Such exhibit and the information set forth therein shall not be deemed to be filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities
of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
The Company is filing herewith the following
exhibits to the Registration Statement:
| 1. | Placement Agency Agreement, dated as of February 24, 2026, 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 February 24, 2026, 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) |
| 99.1 |
Press Release, dated February 25, 2026 |
| 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: February 25, 2026 |
By: |
/s/ Neal S. Shah |
| |
|
Neal S. Shah
Chief Financial Officer |
Exhibit
99.1
NioCorp
Announces Closing of $100.0 Million Public Offering of Common Shares
CENTENNIAL,
CO / ACCESSWIRE / February 25, 2026 / NioCorp Developments Ltd. (“NioCorp” or the “Company”)
(NASDAQ:NB) today announced the closing of its previously announced
public offering in the United States (the “Offering”). The Offering consisted of 20,000,000 common shares (or pre-funded
warrants in lieu thereof) at a public offering price of $5.00 per common share (or $4.9999 per pre-funded warrant), for gross proceeds
of approximately $100.0 million before deducting placement agent fees and offering expenses.
Maxim
Group LLC acted as sole placement agent for the Offering.
NioCorp
currently intends to use the net proceeds from the Offering for working capital and general corporate purposes, including to advance
a critical minerals project in Southeast Nebraska (the “Elk Creek Project”) and move it to commercial operation.
The
Offering was made pursuant to an effective shelf registration statement on Form S-3ASR (File No. 333-290837), which was filed with the
Securities and Exchange Commission (the “SEC“) and was automatically effective upon filing on October 10, 2025.
A
final prospectus supplement and accompanying prospectus relating to the Offering and describing the terms thereof has been filed with
the SEC and forms a part of the effective registration statement and is available on the SEC’s website at www.sec.gov. Copies of
the final prospectus supplement and accompanying prospectus may be obtained by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor,
New York, NY 10022, Attention: Syndicate Department, or by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com. The final
prospectus supplement filed with the SEC is also available on the Company’s profile on the SEDAR+ website at www.sedarplus.ca.
No securities were offered or sold to Canadian purchasers under the Offering.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale
of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of any such state or other jurisdiction.
FOR
MORE INFORMATION:
Jim
Sims, Chief Communications Officer, NioCorp Developments Ltd., (720) 334-7066, jim.sims@niocorp.com
@NioCorp
$NB #Niobium #Scandium #rareearth #neodymium #dysprosium #terbium #ElkCreek
ABOUT
NIOCORP
NioCorp
is developing the Elk Creek Project, which is expected to produce niobium, scandium, and titanium. The Company also is evaluating the
potential to produce several rare earths from the Elk Creek Project. Niobium is used to produce specialty alloys as well as High Strength,
Low Alloy steel, which is a lighter, stronger steel used in automotive, structural, and pipeline applications. Scandium is a specialty
metal that can be combined with aluminum to make alloys with increased strength and improved corrosion resistance. Scandium is also a
critical component of advanced solid oxide fuel cells. Titanium is used in various lightweight alloys and is a key component of pigments
used in
paper,
paint and plastics and is also used for aerospace applications, armor, and medical implants. Magnetic rare earths, such as neodymium,
praseodymium, terbium, and dysprosium are critical to the making of neodymium-iron-boron magnets, which are used across a wide variety
of defense and civilian applications.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of
1995 and forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements may include,
but are not limited to, statements regarding the Offering, including the proposed use of the net proceeds from the Offering; the estimated
expenses of the Offering; the plan of distribution for the Offering; the anticipated effect of the Offering on the performance of the
Company; NioCorp’s expectation of producing niobium, scandium, and titanium, and the potential of producing rare earths, at the
Elk Creek Project; and NioCorp’s ability to secure sufficient project financing to complete construction of the Elk Creek Project
and move it to commercial operation. Forward-looking statements are typically identified by words such as “plan,” “believe,”
“expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,”
“project,” “continue,” “could,” “may,” “might,” “possible,” “potential,”
“predict,” “should,” “would” and other similar words and expressions, but the absence of these words
does not mean that a statement is not forward-looking.
The
forward-looking statements are based on the current expectations of the management of NioCorp and are inherently subject to uncertainties
and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that
future developments will be those that have been anticipated. Forward-looking statements reflect material expectations and assumptions,
including, without limitation, expectations and assumptions relating to: NioCorp’s ability to receive sufficient project financing
for the construction of the Elk Creek Project on acceptable terms, or at all; the future price of and demand for metals, including aluminum
scandium alloy; and the stability of the financial and capital markets. Such expectations and assumptions are inherently subject to uncertainties
and contingencies regarding future events and, as such, are subject to change. Forward-looking statements involve a number of risks,
uncertainties or other factors that may cause actual results or performance to be materially different from those expressed or implied
by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed and identified in
public filings made by NioCorp with the SEC and with the applicable Canadian securities regulatory authorities and the following: NioCorp’s
ability to consummate the Offering; NioCorp’s ability to use the net proceeds of the Offering in a manner that will increase the
value of shareholders’ investment; NioCorp’s requirement of significant additional capital; NioCorp’s ability to receive
sufficient project financing for the construction of the Elk Creek Project on acceptable terms, or at all; NioCorp’s ability to
achieve the required milestones and receive the full $10.0 million in reimbursement under the Project Sub-Agreement with Advanced Technology
International, an entity acting on behalf of the Defense Industrial Base Consortium under the authority of the U.S. Department of Defense;
NioCorp’s ability to receive a final commitment of financing from the Export-Import Bank of the United States or other debt financing
or financial support on acceptable timelines, on acceptable terms, or at all; NioCorp’s ability to access the full amount of the
expected net proceeds under the standby equity purchase agreement (the “Yorkville Equity Facility Financing Agreement”) with
YA II PN, Ltd., an investment fund managed by Yorkville
Advisors
Global, LP; NioCorp’s ability to continue to meet the listing standards of The Nasdaq Stock Market LLC; risks relating to NioCorp’s
common shares, including price volatility, lack of dividend payments and dilution or the perception of the likelihood of any of the foregoing;
the extent to which NioCorp’s level of indebtedness and/or the terms contained in agreements governing NioCorp’s indebtedness,
if any, the Yorkville Equity Facility Financing Agreement or other agreements may impair NioCorp’s ability to obtain additional
financing, on acceptable terms, or at all; covenants contained in agreements with NioCorp’s secured creditors that may affect its
assets; NioCorp’s limited operating history; NioCorp’s history of losses; the material weaknesses in NioCorp’s internal
control over financial reporting, NioCorp’s efforts to remediate such material weaknesses and the timing of remediation; the possibility
that NioCorp may qualify as a passive foreign investment company under the U.S. Internal Revenue Code of 1986, as amended (the “Code”);
the potential that the business combination with GX Acquisition Corp. II and other related transactions could result in NioCorp becoming
subject to materially adverse U.S. federal income tax consequences as a result of the application of Section 7874 and related sections
of the Code; cost increases for NioCorp’s exploration and, if warranted, development projects; a disruption in, or failure of,
NioCorp’s information technology systems, including those related to cybersecurity; equipment and supply shortages; variations
in the market demand for, and prices of, niobium, scandium, titanium and rare earth products; current and future offtake agreements,
joint ventures, and partnerships, including NioCorp’s ability to negotiate extensions to existing agreements or to enter into new
agreements, on favorable terms or at all; NioCorp’s ability to attract qualified management; estimates of mineral resources and
reserves; mineral exploration and production activities; feasibility study results; the results of metallurgical testing; the results
of technological research; changes in demand for and price of commodities (such as fuel and electricity) and currencies; competition
in the mining industry; changes or disruptions in the securities markets; legislative, political or economic developments, including
changes in federal and/or state laws that may significantly affect the mining and scandium alloy industries; trade policies and tensions,
including tariffs; inflationary pressures; the impacts of climate change, as well as actions taken or required by governments related
to strengthening resilience in the face of potential impacts from climate change; the need to obtain permits and comply with laws and
regulations and other regulatory requirements; the timing and reliability of sampling and assay data; the possibility that actual results
of work may differ from projections/expectations or may not realize the perceived potential of NioCorp’s projects; risks of accidents,
equipment breakdowns, and labor disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated
expenses in development programs; operating or technical difficulties in connection with exploration, mining, development, or scandium
alloy production activities; management of the water balance at the Elk Creek Project site; land reclamation requirements related to
the Elk Creek Project; the speculative nature of mineral exploration and development, including the risks of diminishing quantities of
grades of reserves and resources; claims on the title to NioCorp’s properties; the infringement or loss of NioCorp’s intellectual
property rights; potential future litigation; and NioCorp’s lack of insurance covering all of NioCorp’s operations.
Should
one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of NioCorp prove incorrect,
actual results may vary in material respects from those projected in these forward-looking statements.
All
subsequent written and oral forward-looking statements concerning the matters addressed herein and attributable to NioCorp or any person
acting on its behalf are expressly qualified in their entirety
by
the cautionary statements contained or referred to herein. Except to the extent required by applicable law or regulation, NioCorp undertakes
no obligation to update these forward-looking statements to reflect events or circumstances after the date hereof to reflect the occurrence
of unanticipated events.
SOURCE:
NioCorp Developments Ltd.
