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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): July 18, 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 |
| 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. ☐
NioCorp Developments Ltd. is filing herewith
the following exhibits to its Registration Statement on Form S-3 (File No. 333-280176):
| 1. | Placement Agency Agreement, dated as of July 17, 2025, by and between NioCorp Development Ltd. and Maxim
Group LLC; and |
| 2. | Opinion and Consent of Blake, Cassels & Graydon LLP. |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
Number |
Description |
| 1.1* |
Placement Agency Agreement, dated as of July 17, 2025, by and between NioCorp Development Ltd. and Maxim Group LLC |
| 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) |
* Certain of the exhibits to this exhibit have been omitted
in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish a copy of all omitted exhibits to the SEC upon its
request.
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: July 18, 2025
| |
NIOCORP DEVELOPMENTS LTD. |
| |
By: |
/s/ Neal S. Shah |
| |
Name: |
Neal S. Shah |
| |
Title: |
Chief Financial Officer |
