Skip to content
Baker Capital StrategiesMARKETS. FILINGS. PERSPECTIVE.
Powered by THEMA

BAKER CAPITAL STRATEGIES

Get the free weekly BCS email.

Selected company filings and market updates, delivered by email. Your first report will follow soon.

  • Your weekly BCS reportMarket updates and links to filings you can explore.
  • THEMA at launchWe’ll send directions for setting up your filing alerts when THEMA officially opens.

One signup for the weekly email and your free THEMA Basic account at launch.

Already registered or a CSW member?Log in to THEMA →

At least 8 characters. This also creates your free THEMA account for launch.

You’re signing up for the weekly BCS email and THEMA launch/setup updates. Unsubscribe using the link in any email. Privacy policy · Terms

BCS

Current Report · Items 1.01, 3.03, 5.02, 5.07, 9.01 · 8-K

NioCorp Developments Ltd.

NBNASDAQEQUITYCurrent

Entry into a Material Definitive Agreement · Material Modification to Rights of Security Holders · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Submission of Matters to a Vote of Security Holders

Item 1.01. Entry into a Material Definitive Agreement. The information contained in Item 3.03 below is incorporated herein by reference.

Filed Apr 6, 2026Accepted Apr 6, 2026, 4:05 PM EDTCIK 1512228Accession 0001539497-26-001088
Share

Company context

NioCorp is developing the Elk Creek Project located in southeast Nebraska. The “Elk Creek Project” is a development-stage property that has disclosed niobium, scandium, and titanium reserves and resources and disclosed rare earth mineral resources. The Company is continuing technical and economic studies around the rare earths contained in the Elk Creek Project’s mineral resource in order to determine whether extraction of rare earth elements can be reasonably justified and economically viable after taking into account all relevant factors. Niobium has developing applications in the formulation of solid-state lithium-ion batteries, which may reduce charging times and increase battery safety. Niobium is used to produce various superalloys that are extensively used in high performance aircraft and jet turbines. It also is used in high-strength, low-alloy steel, a stronger steel used in automobiles, bridges, structural systems, buildings, pipelines, and other applications that generally increases strength and/or reduces weight, which can result in environmental benefits, including reduced fuel consumption and material usage and fewer air emissions. Scandium can be combined with aluminum to make high-performance alloys with increased strength and improved corrosion resistance. Scandium also is a critical component of advanced solid oxide fuel cells, an environmentally preferred technology for high-reliability, distributed electricity generation. Titanium is a component of various

Current securities

Historical securities (4)

Recent company filings

  1. 4 filingNov 10, 2026
  2. 10-Q filingNov 5, 2026
  3. Results of Operations and Financial Condition · Regulation FD DisclosureOct 16, 2026
  4. Entry into a Material Definitive Agreement · Termination of a Material Definitive AgreementOct 16, 2026
  5. 10-K filingSep 25, 2026

Registered securities in this filing

NioCorp Developments Ltd. · 8-K · Filed 2026-04-06

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Shares, without par value

Symbol
NB
Exchange
NASDAQ
Classification
COMMON
Filing context

Context: From2026-04-062026-04-06_custom_CommonSharesWithoutParValueMember

Dimensions: us-gaap:StatementClassOfStockAxis

Warrants, each exercisable for 1.11829212 Common Shares

Symbol
NIOBW
Exchange
NASDAQ
Classification
WARRANT
Filing context

Context: From2026-04-062026-04-06_custom_WarrantsEachExercisableFor1.11829212CommonSharesMember

Dimensions: us-gaap:StatementClassOfStockAxis

Common Share Purchase Rights

Symbol
N/A
Exchange
NASDAQ
Classification
RIGHT
Filing context

Context: From2026-04-062026-04-06_custom_CommonSharePurchaseRightsMember

Dimensions: us-gaap:StatementClassOfStockAxis

Accession 000153949726001088 · 3 registered-security cover members

Read the exact SEC filing ↗

Disclosure sections

Items 1.01, 3.03, 5.02, 5.07, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement. The information contained in Item 3.03 below is incorporated herein by reference.
Item 3.03Item 3.03 - Material Modification to Rights
Item 3.03. Material Modification to Rights of Security Holders. As previously disclosed, the Board of Directors (the “Board”) of NioCorp Developments Ltd. (the “Company”) previously approved the Company’s limited-duration shareholder rights plan (the “Rights Plan”) as set forth in the Shareholder Rights Plan Agreement, dated as of November 21, 2025 (the “Original Rights Plan Agreement”), by and between the Company and Computershare Investor Services Inc., as rights agent (or any successor rights agent) (the “Rights Agent”). On April 6, 2026, following approval by the Company’s shareholders at the Annual Meeting (as defined below), the Company entered into an Amended and Restated Shareholder Rights Plan Agreement (the “Amended Rights Plan Agreement”), by and between the Company and the Rights Agent, which amends and restates the Original Shareholder Rights Plan Agreement in its entirety. The Rights Plan pursuant to the Original Rights Plan Agreement had an initial term of six months and would have expired on May 21, 2026, or earlier upon the redemption of the Rights (as defined within the Amended Rights Plan Agreement) or, provided that a Flip-In Event (as defined within the Amended Rights Plan Agreement) has not occurred, at such date or time as the Board may determine in its sole discretion (the “Expiration Time”). The Amended Rights Plan Agreement amends the definition of the Expiration Time of the Rights Plan to be 5:00 p.m. (Toronto time) on the date of the Company’s annual general meeting of shareholders held in 2027, or earlier upon the redemption of the Rights, or provided that a Flip-In Event has not occurred, at such date or time as the Board may determine in its sole discretion. The descriptions of the Rights and the Rights Plan are incorporated herein by reference to the description under the heading “Particulars of Matters to Be Acted Upon - VI - Approve Amendment and Extension of Company’s Shareholder Rights Plan” in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on February 25, 2026, and are qualified in their entirety by reference to the full text of the Amended Rights Plan Agreement, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 6, 2026, at the Annual Meeting, the Company’s shareholders considered and approved the NioCorp Developments Ltd. Long Term Incentive Plan, as amended (the “2017 Amended Long-Term Incentive Plan”), which amended and restated the prior amendment and restatement of the NioCorp Developments Ltd. Long Term Incentive Plan that was approved by the Company’s shareholders on January 19, 2024 (the “2017 Long-Term Incentive Plan”). Under the 2017 Amended Long-Term Incentive Plan, the Board may in its discretion from time to time grant options (“Options”) to purchase Common Shares, without par value, of the Company (“Common Shares”), share units (in the form of restricted share units (“RSUs”) and performance share units (collectively with RSUs, “Share Units”)) and dividend equivalents to directors, employees and certain other service providers (as defined in the 2017 Amended Long-Term Incentive Plan) of the Company and affiliated entities selected by the Board. Subject to adjustment as provided in the 2017 Amended Long-Term Incentive Plan, the number of Common Shares available under the 2017 Amended Long-Term Incentive Plan for awards of (1) Options, (2) Share Units, and (3) dividend equivalents, will not exceed, in the aggregate, 11,300,000 Common Shares, minus, as of April 6, 2026, one Common Share for every one Common Share subject to an award granted under the 2017 Long-Term Incentive Plan after February 9, 2026 and before April 6, 2026. Such Common Shares may be shares of original issuance or treasury shares or a combination of the two. The finite share limit described above replaced the “evergreen” share limit that had previously been used the 2017 Long-Term Incentive Plan. Subject to the share counting rules of the 2017 Amended Long-Term Incentive Plan, the aggregate number of Common Shares available under the 2017 Amended Long-Term Incentive Plan will be reduced by one Common Share for every one Common Share subject to an award granted under the 2017 Amended Long-Term Incentive Plan. Under the 2017 Amended Long-Term Incentive Plan, subject to adjustment as provided in the 2017 Amended Long-Term Incentive Plan, the aggregate number of Common Shares actually issued or transferred by the Company upon the exercise of stock options intended to qualify as “incentive stock options” under Section 422 of the United States Internal Revenue Code will not exceed 11,300,000 Common Shares. The 2017 Amended Long-Term Incentive Plan also made the following other changes from the 2017 Long-Term Incentive Plan (in addition to certain non-material amendments of a housekeeping nature): implemented updated share counting and recycling provisions, including to provide as follows: (i) if any award under the 2017 Amended Long-Term Incentive Plan (in whole or in part) is cancelled or forfeited, expires, is settled for cash, or is unearned, the Common Shares subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── settlement, or unearned amount, again be available under the 2017 Amended Long-Term Incentive Plan; (ii) Common Shares withheld by the Company, tendered or otherwise used in payment of the exercise price of an Option will not be added (or added back, as applicable) to the aggregate number of Common Shares available under the 2017 Amended Long-Term Incentive Plan; (iii) Common Shares withheld by the Company, tendered or otherwise used to satisfy tax withholding with respect to awards will not be added (or added back, as applicable) to the aggregate number of Common Shares available under the 2017 Amended Long-Term Incentive Plan; and (iv) Common Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options will not be added (or added back, as applicable) to the aggregate number of Common Shares available under the 2017 Amended Long-Term Incentive Plan; ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── eliminated certain “evergreen” limitations on outstanding shares from time to time that could be reserved for issuance with respect to Share Units or to individual participants, as well as certain Toronto-Stock-Exchange-related limitations on shares issuable to insiders; included a limit on the annual compensation of the Company’s non-employee directors; updated the amendment provisions to more closely align with the rules of The Nasdaq Stock Market (“Nasdaq”); and clarified that the Company may take advantage of the applicable Nasdaq exemptions to shareholder approval of equity compensation plans. ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── The Board will generally be able to amend the 2017 Amended Long-Term Incentive Plan, subject to shareholder approval in certain circumstances as further described in the 2017 Amended Long-Term Incentive Plan. The foregoing description of the 2017 Amended Long-Term Incentive Plan is not complete and is in all respects qualified in its entirety by the actual provisions of the 2017 Amended Long-Term Incentive Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders. On April 6, 2026, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). As of the record date for the Annual Meeting, there were 125,321,172 Common Shares issued and outstanding and entitled to vote, of which 56,773,600 Common Shares were present by proxy or in person at the Annual Meeting. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows and, pursuant to the requirements set out in subsection 11.3 of National Instrument 51-102, the Company gives notice of these results: Proposal One - To Set the Number of Directors for the Ensuing Year at Six. Votes For: 55,164,407 Votes Against: 1,609,193 Broker non-votes: 0 Proposal Two - Election of Directors. Nominee Votes FOR Votes WITHHELD Broker Non-Votes ────────────────────────────────────────────────────────────────────────────────── Mark A. Smith 27,749,599 1,206,180 27,817,821 Peter Oliver 25,418,410 3,537,369 27,817,821 Anthony W. Fulton 27,962,280 993,498 27,817,822 Nilsa Guerrero-Mahon 20,556,963 8,398,816 27,817,821 Michael G. Maselli 22,939,856 6,015,923 27,817,821 Dean C. Kehler 22,781,962 6,173,816 27,817,822 Proposal Three - Appointment of Deloitte & Touche LLP as Auditors of the Company for the Ensuing Year and Authorizing the Directors to Fix Their Remuneration. Votes For: 55,986,839 Votes Withheld: 786,761 Broker non-votes: 0 Proposal Four - Approval, on a Nonbinding, Advisory Basis, of the Compensation of the Company’s Named Executive Officers. Votes For: 22,285,849 Votes Against: 6,272,537 Abstentions: 397,390 Broker non-votes: 27,817,824 Proposal Five - Approval of the Amendment and Restatement of the NioCorp Developments Ltd. Long Term Incentive Plan. Votes For: 23,285,354 Votes Against: 5,326,885 Abstentions: 343,535 Broker non-votes: 27,817,826 Proposal Six - Approval of the Amendment and Extension of the Company’s Shareholder Rights Plan. Votes For: 23,942,251 Votes Against: 4,719,596 Abstentions: 293,931 Broker non-votes: 27,817,822
Filed exhibits (1)
EX-4.1 (by filename) n2574_ex4-1.htm

EX-4.1 2 n2574_ex4-1.htm AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT, DATED AS OF APRIL 6, 2026 Exhibit 4.1 AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT DATED April 6, 2026 BETWEEN NIOCORP DEVELOPMENTS LTD. AND COMPUTERSHARE INVESTOR SERVICES INC. AS RIGHTS AGENT (amending and restating the Shareholder Rights Plan Agreement originally dated November 21, 2025) TABLE OF CONTENTS Article 1 INTERPRETATION 5 1.1 Certain Definitions 5 1.2 Currency 21 1.3 Number and Gender 21 1.4 Headings 21 1.5 Statutory References …

Open exhibit ↗

Privacy choices

BCS measures page use with Google Analytics using regional consent settings. You can change your preference here. Charts and market data remain available.

Essential functions — always available. Security, navigation, registration and remembering these choices.

Audience analytics

Analytics cookies are off by default for visitors Google identifies in the EEA, UK or Switzerland until allowed. Limited measurement without analytics cookies may still occur under those regional defaults.

TradingView charts, quotes and the economic calendar load automatically as page content. TradingView receives network and browser information and may collect its own usage analytics. This choice controls BCS’s Google Analytics only.

Google advertising is not enabled. Direct sponsor links do not load advertising trackers on BCS.

Turning analytics off stops future Google Analytics activity here. It does not erase information already received by the provider. Read the privacy policy.