NioCorp Developments Ltd. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
NioCorp Developments Ltd. (the “Company”) is saddened to report that Michael Morris, a member of the Company’s Board of Directors (the “Board”), passed away on July 20, 2025. Mr. Morris joined the Company’s Board in July 2014 as an independent director. Mr. Morris served as Lead Director, Chair of the Compensation Committee and Nominating and Corporate Governance Committee and was a member of the Audit Committee. The Company is grateful for Mr. Morris’ dedication and service to the Company. The Company’s management and Board extend their sincerest condolences to Mr. Morris’ family.
On July 22, 2025, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) that due to Mr. Morris’ death, the Company’s Audit Committee has been reduced to two independent directors, and the Company is not compliant with Nasdaq Listing Rule 5605(c)(2)(A), which requires the Audit Committee to be comprised of a minimum of three independent directors. Pursuant to Nasdaq Listing Rule 5605(c)(4)(B), the Company has a cure period to regain compliance until the earlier of the Company’s next annual meeting of shareholders and July 20, 2026; provided that if the Company holds its next annual meeting of shareholders no later than January 16, 2026, the Company will instead have until January 16, 2026 to regain compliance.
On July 22, 2025, the Board appointed Dean Kehler, a current director of the Company, to fill the vacancy created by Mr. Morris’ passing and to serve as the third independent member of the Audit Committee, effective immediately. As a result of Mr. Kehler’s appointment to the Audit Committee, the Company believes that it has now regained compliance with the audit committee composition requirements as set forth in Nasdaq Listing Rule 5605(c)(2)(A).
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 22, 2025
| NIOCORP DEVELOPMENTS LTD. | ||
| By: | /s/ Neal S. Shah | |
| Name: | Neal S. Shah | |
| Title: | Chief Financial Officer | |