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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Piedmont Lithium Inc | NASDAQ:PLL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.16 | -0.99% | 15.96 | 15.95 | 15.97 | 16.4099 | 15.80 | 16.00 | 211,126 | 19:30:32 |
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• | our limited operating history in the lithium industry; |
• | our status as a development stage issuer, including our ability to identify lithium mineralization and achieve commercial lithium production; |
• | our reliance on the management teams of our equity method investments; |
• | mining, exploration and mine construction, if warranted, on our properties, including timing and uncertainties related to acquiring and maintaining mining, exploration, environmental and other licenses, permits, zoning, rezoning access rights or approvals in Gaston County, North Carolina (including the Carolina Lithium project), McMinn County, Tennessee (including the Tennessee Lithium project), the Provinces of Quebec and Newfoundland and Labrador, Canada and Ghana, West Africa as well as properties that we may acquire or obtain an equity interest in the future; |
• | our ability to achieve and maintain profitability and to develop positive cash flows from our mining and processing activities; |
• | our exposure to cybersecurity threats and attacks; |
• | our estimates of mineral resources and whether mineral resources will ever be developed into mineral reserves; |
• | investment risk and operational costs associated with our exploration and development activities; |
• | our ability to develop and achieve production on our properties; |
• | our ability to enter into and deliver products under offtake agreements; |
• | the pace of adoption and cost of developing electric transportation and storage technologies dependent upon lithium batteries; |
• | our ability to access capital and the financial markets; |
• | recruiting, training, developing and retaining employees, including our senior management team; |
• | possible defects in title of our properties; |
• | compliance with government regulations; |
• | environmental liabilities and reclamation costs; |
• | our operations being further disrupted and our financial results being adversely affected by public health threats, including the novel COVID-19 pandemic; |
• | estimates of and volatility in lithium prices or demand for lithium; |
• | our common stock price and trading volume volatility; and |
• | our failure to successfully execute our growth strategy, including any delays in our planned future growth. |
| | Shares Beneficially Owned Prior to the Offering | | | Number of Shares Being Registered for Resale | | | Shares Beneficially Owned After the Offering | |||||||
Name of Selling Stockholders | | | Shares | | | Percentage | | | Shares | | | Percentage | |||
Killick Lithium Inc. | | | 63,141 | | | (1) | | | 52,701(2) | | | 10,440 | | | (1) |
(1) | Represents less than 1%. |
(2) | All of this shareholder's shares are registered for resale on the registration statement of which this prospectus supplement forms a part. This prospectus supplement registers the resale of 52,701 of those shares, and the remaining 10,440 of such shares were registered on a prior prospectus supplement. |
• | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
• | block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
• | an exchange distribution in accordance with the rules of the applicable exchange; |
• | privately negotiated transactions; |
• | short sales; |
• | broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; |
• | a combination of any such methods of sale; and |
• | any other method permitted pursuant to applicable law. |
• | The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus supplement. |
• | our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 1, 2023 as amended by amendment no. 1 to our Annual Report for the year ended December 31, 2022 on Form 10-K/A, filed with the SEC on April 25, 2023; the information responsive to part III of our Annual Report on Form 10-K for the year ended December 31, 2022, provided in our Definitive Proxy Statement on Schedule 14A, filed on April 28, 2023; |
• | our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023 filed with the SEC on May 5, 2023, August 8, 2023 and November 9, 2023, respectively; |
• | our Current Reports on Form 8-K filed with the SEC on January 4, 2023, February 16, 2023, February 24, 2023, April 11, 2023, June 14, 2023 (Item 5.07 only), December 14, 2023 and December 18, 2023, and |
• | the description of our common stock contained in our Current Report on Form 8-K12B filed on May 18, 2021 and all amendments or reports filed for the purpose of updating such descriptions, including Exhibit 4.1 to our Annual Report for the fiscal year ended June 30, 2021, filed on September 24, 2021. |
• | common stock; |
• | preferred stock; |
• | debt securities, which may be senior or subordinated and secured or unsecured; |
• | warrants entitling the holders to purchase common stock, preferred stock or debt securities; |
• | depositary shares; |
• | purchase contracts; and |
• | units. |
• | the type and amount of securities that we propose to sell; |
• | the initial public offering price of the securities; |
• | the names of any underwriters or agents through or to which we will sell the securities; |
• | any compensation of those underwriters or agents; and |
• | information about any securities exchanges or automated quotation systems on which the securities will be listed or traded. |
• | our Annual Report on Form 10-K for the fiscal year ended June 30, 2021; |
• | our Current Reports on Form 8-K filed on July 7, 2021, July 21, 2021 (Item 8.01 only) and August 31, 2021 (Items 1.01 and 5.02 only); and |
• | the description of our common stock contained in our Form 8-K12B filed on May 18, 2021, and as subsequently amended or updated. |
• | our operations being further disrupted and our financial results being adversely affected by public health threats, including the novel coronavirus pandemic; |
• | our limited operating history in the lithium industry; |
• | our status as an exploration stage company, including our ability to identify lithium mineralization and achieve commercial lithium mining; |
• | mining, exploration and mine construction, if warranted, on our properties, including timing and uncertainties related to acquiring and maintaining mining, exploration, environmental and other licenses, permits, access rights or approvals in Gaston County, North Carolina, the Province of Quebec, Canada and Ghana as well as properties that we may acquire or obtain an equity interest in the future; |
• | completing required permitting, zoning and re-zoning activities required to commence mining and processing operations for the Carolina Lithium Project (as defined below); |
• | our ability to achieve and maintain profitability and to develop positive cash flows from our mining and processing activities; |
• | our estimates of mineral resources and whether mineral resources will ever be developed into mineral reserves; |
• | investment risk and operational costs associated with our exploration activities; |
• | our ability to develop and achieve production on our properties; |
• | our ability to enter into and deliver products under supply agreements; |
• | the pace of adoption and cost of developing electric transportation and storage technologies dependent upon lithium batteries; |
• | our ability to access capital and the financial markets; |
• | recruiting, training and developing employees; |
• | possible defects in title of our properties; |
• | compliance with government regulations; |
• | environmental liabilities and reclamation costs; |
• | estimates of and volatility in lithium prices or demand for lithium; |
• | our common stock price and trading volume volatility; |
• | the development of an active trading market for our common stock; |
• | our status as an emerging growth company; |
• | our failure to successfully execute our growth strategy, including any delays in our planned future growth; and |
• | other factors set forth under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021. |
• | the provisions providing for a classified board of directors (the election and term of our directors); |
• | the provisions regarding removal of directors; |
• | the provisions regarding filling vacancies on our board of directors and newly created directorships; |
• | the provisions precluding stockholder action by written consent; |
• | the provisions regarding calling special meetings of stockholders; |
• | the provision requiring a 662∕3% supermajority vote for stockholders to amend our By-laws; |
• | the provisions eliminating monetary damages for breaches of fiduciary duty by a director; and |
• | the amendment provision requiring that the above provisions be amended only with a 662∕3% supermajority vote. |
(1) | the title of the debt securities; |
(2) | any limit upon the aggregate principal amount of the debt securities; |
(3) | the price at which we will issue the debt securities; |
(4) | if other than 100% of the principal amount, the portion of their principal amount payable upon maturity of the debt securities; |
(5) | the date or dates on which the principal of the debt securities will be payable (or method of determination thereof); |
(6) | the rate or rates (or method of determination thereof) at which the debt securities will bear interest (including any interest rates applicable to overdue payments), if any, the date or dates from which any such interest will accrue and on which such interest will be payable, the record dates for the determination of the holders to whom interest is payable, and the dates on which any other amounts, if any, will be payable; |
(7) | if other than as set forth herein, the place or places where the principal of, premium and other amounts, if any, and interest, if any, on the debt securities will be payable; |
(8) | the price or prices at which, the period or periods within which and the terms and conditions upon which debt securities may be redeemed, in whole or in part, at our option; |
(9) | our obligation, if any, to redeem, repurchase or repay debt securities, whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which securities of the series shall be redeemed, purchased or repaid, in whole or in part; |
(10) | the denominations in which the debt securities shall be issuable; |
(11) | the form of such debt securities, including such legends as required by law or as we deem necessary or appropriate, and the form of temporary global security that may be issued; |
(12) | whether the debt securities are convertible into other securities of the Company or exchangeable into securities of another company and, if so, the terms and conditions of such conversion; |
(13) | whether there are any authentication agents, paying agents, transfer agents or registrars with respect to the debt securities; |
(14) | whether the debt securities will be represented in whole or in part by one or more global notes registered in the name of a depository or its nominee; |
(15) | the ranking of such debt securities as senior debt securities or subordinated debt securities; |
(16) | if other than U.S. dollars, the currency or currencies (including composite currencies or currency units) in which the debt securities may be purchased and in which payments on the debt securities will be made (which currencies may be different for payments of principal, premium or other amounts, if any, and/or interest, if any); |
(17) | if the debt securities will be secured by any collateral, a description of the collateral and the terms and conditions of the security and realization provisions; |
(18) | the provisions relating to any guarantee of the debt securities, including the ranking thereof; |
(19) | the ability, if any, to defer payments of principal, interest, or other amounts; and |
(20) | any other specific terms or conditions of the debt securities, including any additional events of default or covenants provided for with respect to the debt securities, and any terms that may be required by or advisable under applicable laws or regulations. |
(1) | the indebtedness ranking senior to the debt securities being offered; |
(2) | the restrictions, if any, on payments to the holders of the debt securities being offered while a default with respect to the senior indebtedness is continuing; |
(3) | the restrictions, if any, on payments to the holders of the debt securities being offered following an event of default; and |
(4) | the provisions requiring holders of the debt securities being offered to remit some payments to the holders of senior indebtedness. |
(1) | default in the payment of any installment of interest upon any of the debt securities of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days; |
(2) | default in the payment of all or any part of the principal of any of the debt securities of such series as and when the same shall become due and payable either at maturity, upon any redemption or repurchase, by declaration or otherwise; |
(3) | default in the performance, or breach, of any other covenant or warranty contained in the debt securities of such series or set forth in the applicable indenture (other than the failure to comply with any covenant or agreement to file with the trustee information required to be filed with the SEC or a default in the performance or breach of a covenant or warranty included in the applicable indenture solely for the benefit of one or more series of debt securities other than such series) and continuance of such default or breach for a period of 90 days after due notice by the trustee or by the holders of at least 25% in principal amount of the outstanding securities of such series; or |
(4) | certain events of bankruptcy, insolvency or reorganization of the Company and, as specified in the relevant prospectus supplement, certain of our subsidiaries. |
(1) | either (a) the Company is the continuing company or (b) the successor company is a corporation incorporated under the laws of the United States or any state thereof, a member state of the European Union or any political subdivision thereof and expressly assumes the due and punctual payment of the principal of and interest on all the debt securities outstanding under such indenture according to their tenor and the due and punctual performance and observance of all of the covenants and conditions of such indenture to be performed or observed by us; and |
(2) | the Company or such continuing or successor company, as the case may be, is not in material default, immediately after such amalgamation, merger, consolidation, sale, conveyance or lease, in the performance or observance of any such covenant or condition. |
(1) | extend the final maturity date of any debt security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of any interest thereon, or reduce any amount payable on redemption thereof, or impair or affect the right of any holder of debt securities to institute suit for payment thereof or, if the debt securities provide therefor, any right of repayment at the option of the holders of the debt securities, without the consent of the holder of each debt security so affected; |
(2) | reduce the aforesaid percentage of debt securities of such series, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all debt securities of such series so affected; or |
(3) | reduce the amount of principal payable upon acceleration of the maturity date of any original issue discount security. |
• | the names of any underwriters, dealers or agents; |
• | the purchase price of securities from us and, if the purchase price is not payable in U.S. dollars, the currency or composite currency in which the purchase price is payable; |
• | the net proceeds to us from the sale of securities; |
• | any delayed delivery arrangements; |
• | any underwriting discounts, commissions and other items constituting underwriters’ compensation; |
• | any discounts or concessions allowed or reallowed or paid to dealers; and |
• | any commissions paid to agents. |
Security
Type
|
Security Class Title
|
Fee Calculation or
Carry Forward
Rule
|
Amount
Registered
|
Proposed
Maximum
Offering Price
Per Unit (1)
|
Maximum Aggregate Offering Price
|
Fee Rate
|
Amount of Registration
Fee (2)
|
Carry
Forward
Form Type
|
Carry
Forward
File
Number
|
Carry
Forward
Initial
effective date
|
Filing Fee
Previously Paid
In Connection
with Unsold
Securities to be
Carried Forward
|
|
Newly Registered Securities
|
||||||||||||
Fees To Be
Paid
|
Equity
|
Common stock, par value $0.01
per share
|
Rule 457(r) and
Rule 457(c)
|
52,701
|
$14.00
|
$737,814
|
0.00014760
|
$108.90
|
||||
Fees
Previously Paid |
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||
Carry Forward Securities
|
||||||||||||
Carry
Forward
Securities
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Total Offering Amounts
|
$108.90
|
|||||||||||
Total Fees Previously Paid
|
$0
|
|||||||||||
Total Fee Offsets
|
$0
|
|||||||||||
Net Fee Due
|
$108.90
|
1 Year Piedmont Lithium Chart |
1 Month Piedmont Lithium Chart |
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