Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): September 26, 2024

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Piedmont Lithium Inc.

(Exact name of registrant as specified in its charter)

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Delaware			001-38427			36-4996461
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification Number)
42 E Catawba Street Belmont, North Carolina 28012
(Address of principal executive offices and zip code)
[phone]
(Registrant's telephone number, including area code)

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

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class					Trading Symbol			Name of each exchange on which registered
Common stock $0.0001 par value per share					PLL			Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

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.  ☐

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Item 8.01 - Other Events

The At Market Issuance Sales Agreement, dated as of May 24, 2024, between Piedmont Lithium Inc. and B. Riley Securities, Inc., which is filed as Exhibit 1.1 of this Current Report on Form 8-K, and the opinion of Gibson, Dunn & Crutcher LLP, which is filed as Exhibit 5.1 to this Current Report on Form 8-K, is incorporated herein by reference. The opinion was issued in connection with the filing of the prospectus supplement on Form 424(b)(5), filed with the U.S. Securities and Exchange Commission on equal date herewith, forming part of the registration statement (File No. 333-282115).

Item 9.01 - Financial Statements and Exhibits

(d): Exhibits.

Exhibit No.				Description
1.1				At Market Issuance Sales Agreement dated as of May 24, 2024, between Piedmont Lithium Inc. and B. Riley Securities, Inc. (Incorporated herein by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed on May 24, 2024 (File No. 001-38427))
5.1				Opinion of Gibson, Dunn & Crutcher LLP
23.1				Consent of Gibson, Dunn & Crutcher LLP (included in its opinion filed as Exhibit 5.1)
104				Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 26th day of September, 2024.

	Piedmont Lithium Inc. (Registrant)
	By:	/s/ Keith D. Phillips
	Name:	Keith D. Phillips
	Title:	President and Chief Executive Officer

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Exhibit 5.1

September 26, 2024

Piedmont Lithium Inc.

42 E Catawba Street

Belmont, NC 28012

Re:	Piedmont Lithium Inc. Common Stock Offering Registration Statement on Form S-3 (File No. 333-282115)

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-3, File No. 333-282115 (as amended from time to time prior to the date hereof, the “Registration Statement”), of Piedmont Lithium Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the prospectus and prospectus supplement with respect thereto, dated September 26, 2024 and September 26, 2024, respectively, in connection with the offering by the Company from time to time pursuant to Rule 415 under the Securities Act of shares of the Company’s common stock, par value $0.0001 per share, having an aggregate offering price to the public of up to $50,000,000 (the “Shares”). The Shares will be issued pursuant to that certain At Market Issuance Sales Agreement dated as of May 24, 2024 (the “Sales Agreement”) between the Company and B. Riley Securities, Inc.

In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of such documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinion set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that, when the Shares have been issued and delivered in accordance with the Sales Agreement for the consideration provided for therein, such Shares will be validly issued, fully paid and non-assessable.

The opinion expressed above is subject to the following exceptions, qualifications, limitations and assumptions:

Gibson, Dunn & Crutcher LLP 200 Park Avenue  |  New York, NY 10166-0193  |  T: 212.351.4000  |  F: 212.351.4035  |  gibsondunn.com

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Piedmont Lithium Inc.

September 26, 2024
Page 2

A.

The effectiveness of the Registration Statement under the Securities Act will not have been terminated or rescinded.

B.

We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

C.

All offers and sales of the Shares will (i) comply with the minimum offering price limitation and (ii) be completed on or prior to the “ATM Expiration Date,” each as set forth in the authorization of the offering and sale of the Shares by the Company’s Board of Directors.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

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Document and Entity Information	Sep. 26, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 26, 2024
Entity File Number	001-38427
Entity Registrant Name	Piedmont Lithium Inc.
Entity Central Index Key	0001728205
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-4996461
Entity Address, Address Line One	42 E Catawba Street
Entity Address, City or Town	Belmont
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28012
City Area Code	704
Local Phone Number	461-8000
Title of 12(b) Security	Common stock $0.0001 par value per share
Trading Symbol	PLL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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