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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2025

 

 

Lithium Americas Corp.

(Exact name of registrant as specified in its charter)

 

 

 

British Columbia   001-41788   Not Applicable

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Numder)

 

3260 - 666 Burrard Street

Vancouver, British Columbia, Canada V6C 2X8

(Address of principal executive office and Zip Code)

(778) 656-5820

(Registrant’s telephone number, including area code)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Shares, no par value per share   LAC   New York Stock Exchange
    Toronto Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

 

 
 


Item 1.01

Entry into a Material Definitive Agreement

On May 15, 2025, Lithium Americas Corp., a company incorporated under the laws of British Columbia, Canada (the “Company”) entered into an Equity Distribution Agreement (the “Agreement”) with TD Securities (USA) LLC (the “U.S. Agent”) and TD Securities Inc. (the “Canadian Agent” and, together with the U.S. Agent, the “Agents” and each an “Agent”), as sales agents and/or principals, pursuant to which the Company may offer and sell, from time to time, through the Agents, its common shares, without par value (the “Common Shares”), having an aggregate offering price of up to US$100,000,000 (or the equivalent in Canadian dollars determined using the daily exchange rate posted by the Bank of Canada on the date the Common Shares are sold) (the “ATM Program”).

The Company is not obligated to sell any Common Shares under the Agreement. Subject to the terms and conditions of the Agreement, the Agents will use commercially reasonable efforts, consistent with their normal trading and sales practices and applicable laws and regulations to sell Common Shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company, subject to certain limitations. Under the Agreement, the Agents may sell the Common Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including block transactions, sales made directly on or through the New York Stock Exchange, sales made directly on or through the Toronto Stock Exchange or sales made into any other existing trading market of the Company’s Common Shares.

The Common Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 filed May 15, 2025 (the “Registration Statement”). Once the SEC declares the Registration Statement effective, the Company will be able to offer and sell Common Shares in the ATM Program through the Agents pursuant to the Agreement.

The Company will pay the Agents a commission up to 3.0% of the gross proceeds from each sale of Common Shares, reimburse legal fees and disbursements and provide the Agents with customary indemnification and contribution rights. The Agreement will be effective until the earlier of the issuance and sale of all of the Common Shares issuable pursuant to the ATM Program and the date that the ATM Program is otherwise terminated pursuant to the terms of the Agreement.

The Company intends to use the net proceeds from any offerings, if any, for general corporate purposes, which may include funding of corporate and project overhead expenses, financing of capital expenditures, repayment of indebtedness and additions to working capital.

The foregoing description of the Agreement in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Common Shares under the Agreement nor shall there be any sale of such Common Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

 

Item 7.01

Regulation FD Disclosure

On May 15, 2025, the Company issued a press release announcing the ATM Program. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01 and Exhibit 99.1 is being “furnished” pursuant to General Instruction B.2. of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

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Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit
Number
  

Description

1.1    Equity Distribution Agreement, dated May 15, 2025, by and between Lithium Americas Corp., TD Securities (USA) LLC and TD Securities Inc. (incorporated by reference to Exhibit 1.2 to the Registration Statement on Form S-3 filed by Lithium Americas Corp. on May 15, 2025).
99.1    Press Release, dated May 15, 2025.
EX-104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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 thereunto duly authorized.

 

    Lithium Americas Corp.
Date: May 15, 2025    
    By:  

/s/ Jonathan Evans

      Jonathan Evans
      Chief Executive Officer

 

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EX-99.1 2 d927587dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO      

NEWS RELEASE

TSX: LAC • NYSE: LAC

 

 

Lithium Americas Establishes an ATM Program

(All amounts in US$ unless otherwise indicated) 

May 15, 2025 - Vancouver, Canada: Lithium Americas Corp. (TSX: LAC) (NYSE: LAC) (“Lithium Americas” or the “Company”) has entered into an equity distribution agreement (the “Distribution Agreement”) with TD Securities (USA) LLC (the “U.S. Agent”) and TD Securities Inc. (the “Canadian Agent,” and together with the U.S. Agent, the “Agent”). Pursuant to the Distribution Agreement, the Company may sell, from time to time through the Agent, its common shares, no par value (the “Common Shares”), up to a maximum aggregate offering price of $100 million (or its Canadian dollar equivalent) (the “ATM Program”).

Any Common Shares sold through the ATM Program will be sold through the New York Stock Exchange (the “NYSE”), the Toronto Stock Exchange (the “TSX”) and/or any other “marketplace” as defined under applicable securities laws and otherwise agreed between the Company and the Agent, at the prevailing market price at the time of sale. The volume and timing of sales under the ATM Program, if any, will be determined at the Company’s sole discretion and in accordance with the terms of the Distribution Agreement. The TSX has conditionally approved the listing of the Common Shares that may be issued under the ATM Program, and the Company has applied for NYSE authorization for the listing of such Common Shares. The Company is not obligated to make any sales of Common Shares under the ATM Program. The ATM Program will be effective until the earlier of the issuance and sale of all of the Common Shares issuable pursuant to the ATM Program and the date that the ATM Program is otherwise terminated pursuant to the terms of the Distribution Agreement.

The Company intends to use the net proceeds from the ATM Program, if any, for general corporate purposes, which may include funding of corporate and project overhead expenses, financing of capital expenditures, repayment of indebtedness and additions to working capital.

The ATM Program is being established pursuant to the Company’s registration statement on Form S-3, filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 15, 2025 (the “Registration Statement”), which includes a prospectus related to the offering, and pursuant to the prospectus supplement dated May 15, 2025 (the “Canadian Prospectus Supplement”) to the Company’s Canadian short form base shelf prospectus dated November 8, 2023 (the “Canadian Base Prospectus”) filed with the securities commissions in each of the provinces and territories of Canada.

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The Registration Statement is accessible via EDGAR on the SEC website at www.sec.gov and the Canadian Prospectus Supplement and the Canadian Base Prospectus may be downloaded from SEDAR+ at www.sedarplus.ca. Alternatively, the Agent will send copies of such documents to United States investors upon request by contacting TD Securities (USA) LLC at 1 Vanderbilt Avenue, New York, NY 1001, by email at TD.ECM_Prospectus@tdsecurities.com or by telephone at 833-297-2926 and to Canadian investors upon request by contacting TD Securities Inc. at 1625 Tech Avenue, Mississauga, Ontario L4W 5P5 Attention: Symcor, NPM, by email at sdcconfirms@td.com or by telephone at 289-360-2009. The Distribution Agreement is accessible via EDGAR and may be downloaded from SEDAR+.

 

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This news release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any province, territory, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, territory, state or jurisdiction. The securities being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the Registration Statement, the Canadian Prospectus Supplement or the Canadian Base Prospectus.

ABOUT LITHIUM AMERICAS

Lithium Americas is developing the Thacker Pass project (“Thacker Pass” or the “Project”) located in Humboldt County in northern Nevada, which hosts the largest known measured lithium resource (Measured and Indicated) and reserve (Proven and Probable) in the world. Thacker Pass is owned by a joint venture between Lithium Americas (holding a 62% interest and is the manager of the Project) and General Motors Holdings LLC (holding a 38% interest). Lithium Americas’ shares are listed on the NYSE and the TSX under the symbol “LAC”.

FORWARD-LOOKING INFORMATION

This news release contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities legislation (collectively referred to as “forward-looking statements” (“FLS”)). All statements, other than statements of historical fact, are FLS and can be identified by the use of statements that include, but are not limited to, words, such as “anticipate,” “plan,” “continue,” “estimate,” “expect,” “may,” “will,” “project,” “predict,” “proposes,” “potential,” “target,” “implement,” “schedule,” “forecast,” “intend,” “would,” “could,” “might,” “should,” “believe” and similar terminology, or statements that certain actions, events or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved. FLS in this news release includes, but is not limited to, statements related to the potential distribution of Common Shares pursuant to the ATM Program; the aggregate gross sales price of the Common Shares that may be issued pursuant to the ATM Program; the duration of the ATM Program; the expected use of net proceeds, if any, from the ATM Program; as well as other statements with respect to management’s beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts.

FLS involves known and unknown risks, assumptions and other factors that may cause actual results or performance to differ materially. FLS reflects the Company’s current views about future events that, while considered reasonable by the Company as of the date of this news release, are inherently subject to significant uncertainties and contingencies. Accordingly, there can be no certainty that they will accurately reflect actual results. Although the Company believes that the assumptions and expectations reflected in such FLS are reasonable, the Company can give no assurance that these assumptions and expectations will prove to be correct.

Readers are cautioned that the foregoing lists of factors are not exhaustive. There can be no assurance that FLS will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information, and readers are cautioned not to place undue reliance on any FLS. The Company’s actual results could differ materially from those anticipated in any FLS as a result of the risks described in the Canadian Base Prospectus, the Canadian Prospectus Supplement, the Registration Statement, and the documents incorporated or deemed to be incorporated by reference therein, including the Company’s most recent Annual Report on Form 10-K and other documents the Company has filed or will file with the SEC and the securities commissions in Canada.

The FLS contained in this news release is expressly qualified by these cautionary statements. All FLS in this news release speaks as of the date of this news release. The Company does not undertake any obligation to update or revise any FLS, whether as a result of new information, future events or otherwise, except as required by law.

 

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INVESTOR CONTACT

Virginia Morgan, VP, IR and ESG

+1-778-726-4070

ir@lithiumamericas.com

 

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