NioCorp Developments Ltd. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 4, 2025, NioCorp Advanced Metals and Alloys, LLC (the “Buyer”), an indirect subsidiary of NioCorp Developments Ltd. (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with FEA Materials LLC (“FEA”), a producer of aluminum-scandium (“Al-Sc”) master alloy and Al-Sc alloy, and each member of FEA party thereto. Pursuant to the Purchase Agreement, on December 4, 2025, the Buyer acquired substantially all the assets, except for certain excluded assets, and assumed certain specified liabilities, of FEA, for an aggregate purchase price of $8.4 million, subject to adjustments for certain indemnification obligations that may arise, if any.
The Purchase Agreement includes customary representations, warranties and covenants, including non-competition and non-solicitation, and indemnification provisions. The assertions embodied in the representations and warranties included in the Purchase Agreement were made solely for purposes of the contract between the parties to the Purchase Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating its terms. Moreover, certain representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to shareholders of the Company, and the representations and warranties may have been used to allocate risk between the parties to the Purchase Agreement rather than establishing matters as facts.
The foregoing description of the Purchase Agreement is qualified in its entirety by the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
The information set forth in Item 1.01 is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On December 4, 2025, the Company issued a press release announcing the entry into the Purchase Agreement and consummation of the transactions contemplated thereby. A copy of the press release is attached 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 of 1933, as amended, or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit |
Description | |
| 2.1* | Asset Purchase Agreement, dated as of December 4, 2025, by and among NioCorp Advanced Metals and Alloys, LLC, FEA Materials LLC and each member of FEA Materials LLC party thereto | |
| 99.1 | Press Release, dated December 4, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain schedules and exhibits to this agreement have been omitted pursuant to Instruction 4 to Item 1.01 of Form 8-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon 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.
| NIOCORP DEVELOPMENTS LTD. | ||
| DATE: December 4, 2025 | By: | /s/ Neal S. Shah |
|
Neal S. Shah Chief Financial Officer | ||