8-K
filed March 17, 2023, 7:59 PM ET
ticker NB
CIK 0001512228
M&A
confidence high
sentiment neutral
materiality 0.80
NIOCORP DEVELOPMENTS LTD (NB): M&A transaction — NioCorp closes business combination with GXII, lists on Nasdaq; secures up to $71.9M financing
NIOCORP DEVELOPMENTS LTD
- Closed merger with GX Acquisition Corp. II; common shares and warrants begin trading on Nasdaq March 21 under NB and NIOBW.
- Reverse stock split at 10-for-1 effected; post-split shares outstanding: 30.1M common, 8.0M Class B exchangeable, 15.7M warrants.
- Issued $16.0M convertible debentures and 1.79M warrants to Yorkville; standby equity facility provides up to $71.9M over three years.
- Net cash from GXII trust account ~$15.9M after $288.8M redemptions; estimated cash after transactions ~$15.4M.
- Appointed Michael Maselli and Dean Kehler to the board of directors effective upon closing.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dean C. Kehler was appointed as Director at NIOCORP DEVELOPMENTS LTD.
- Action
- appointed
- Role
- Director
Exact text from the filing
Effective immediately upon the Closing, the Board increased the size of the Board to nine members and appointed each of Michael G. Maselli and Dean C. Kehler to the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael G. Maselli was appointed as Director at NIOCORP DEVELOPMENTS LTD.
- Action
- appointed
- Role
- Director
Exact text from the filing
Effective immediately upon the Closing, the Board increased the size of the Board to nine members and appointed each of Michael G. Maselli and Dean C. Kehler to the Board
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
NIOCORP DEVELOPMENTS LTD underwent a change of control involving GX Acquisition Corp. II (closed 2023-03-17).
- Action
- change of control
- Counterparty
- GX Acquisition Corp. II
- Closing
- 2023-03-17
Exact text from the filing
the transactions contemplated by the Business Combination Agreement were consummated and closed (the “Closing”) on March 17, 2023 (the “Closing Date”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
NIOCORP DEVELOPMENTS LTD entered into Exchange Agreement with NioCorp, GX, and the Sponsor (effective 2023-03-17).
- Action
- entry
- Counterparty
- NioCorp, GX, and the Sponsor
- Effective
- 2023-03-17
Exact text from the filing
Exchange Agreement Pursuant to the Business Combination Agreement, at the Closing, NioCorp, GX and the Sponsor entered into the Exchange Agreement, dated March 17, 2023 (the “Exchange Agreement”), pursuant to which,
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
NIOCORP DEVELOPMENTS LTD entered into Amended and Restated Registration Rights Agreement with GX, the Sponsor, the pre-Closing directors and officers of NioCorp and the other parties (collectively, the “RRA Shareholders”) (effective 2023-03-17).
- Action
- entry
- Counterparty
- GX, the Sponsor, the pre-Closing directors and officers of NioCorp and the other parties (collectively, the “RRA Shareholders”)
- Effective
- 2023-03-17
Exact text from the filing
NioCorp, GX and the Sponsor, in its capacity as a shareholder of GX, the pre-Closing directors and officers of NioCorp and the other parties thereto (collectively, the “RRA Shareholders”) entered into the Amended and Restated Registration Rights Agreement, dated March 17, 2023 (the “Registration Rights and Lockup Agreement”)
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
NIOCORP DEVELOPMENTS LTD entered into Assignment, Assumption and Amendment Agreement with NioCorp, GX, Continental Stock Transfer & Trust Company, and Computershare Inc. and its affiliate (effective 2023-03-17).
- Action
- entry
- Counterparty
- NioCorp, GX, Continental Stock Transfer & Trust Company, and Computershare Inc. and its affiliate
- Effective
- 2023-03-17
Exact text from the filing
the Company entered into that certain Assignment, Assumption and Amendment Agreement (the “Warrant Assumption Agreement”), by and among NioCorp, GX, Continental Stock Transfer & Trust Company, as existing warrant agent (“CST”), and Computershare Inc. and its affiliate, Computershare Trust Company, N.A., together as successor warrant agent (“Computershare”)
View on SEC.gov
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