Lithium Americas Corp. filed SEC Form 8-K: Regulation FD Disclosure

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): May 15, 2025

Lithium Americas Corp.

(Exact name of registrant as specified in its charter)

(778) 656-5820

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

On May 15, 2025, Lithium Americas Corp., a company incorporated under the laws of British Columbia, Canada (the “Company”) entered into an Equity Distribution Agreement (the “Agreement”) with TD Securities (USA) LLC (the “U.S. Agent”) and TD Securities Inc. (the “Canadian Agent” and, together with the U.S. Agent, the “Agents” and each an “Agent”), as sales agents and/or principals, pursuant to which the Company may offer and sell, from time to time, through the Agents, its common shares, without par value (the “Common Shares”), having an aggregate offering price of up to US$100,000,000 (or the equivalent in Canadian dollars determined using the daily exchange rate posted by the Bank of Canada on the date the Common Shares are sold) (the “ATM Program”).

The Company is not obligated to sell any Common Shares under the Agreement. Subject to the terms and conditions of the Agreement, the Agents will use commercially reasonable efforts, consistent with their normal trading and sales practices and applicable laws and regulations to sell Common Shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company, subject to certain limitations. Under the Agreement, the Agents may sell the Common Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including block transactions, sales made directly on or through the New York Stock Exchange, sales made directly on or through the Toronto Stock Exchange or sales made into any other existing trading market of the Company’s Common Shares.

The Common Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 filed May 15, 2025 (the “Registration Statement”). Once the SEC declares the Registration Statement effective, the Company will be able to offer and sell Common Shares in the ATM Program through the Agents pursuant to the Agreement.

The Company will pay the Agents a commission up to 3.0% of the gross proceeds from each sale of Common Shares, reimburse legal fees and disbursements and provide the Agents with customary indemnification and contribution rights. The Agreement will be effective until the earlier of the issuance and sale of all of the Common Shares issuable pursuant to the ATM Program and the date that the ATM Program is otherwise terminated pursuant to the terms of the Agreement.

The Company intends to use the net proceeds from any offerings, if any, for general corporate purposes, which may include funding of corporate and project overhead expenses, financing of capital expenditures, repayment of indebtedness and additions to working capital.

The foregoing description of the Agreement in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Common Shares under the Agreement nor shall there be any sale of such Common Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

On May 15, 2025, the Company issued a press release announcing the ATM Program. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01 and Exhibit 99.1 is being “furnished” pursuant to General Instruction B.2. of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

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(d) Exhibits.

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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 thereunto duly authorized.

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