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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): October 7, 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 Number) |
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 |
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 October 7, 2025, Lithium Americas Corp. (“LAC” or the “Company”), entered into an omnibus waiver, consent and amendment (“OWCA”), by and among Lithium Nevada LLC (the “Borrower”), 1339480 B.C. Ltd. (the “B.C. Corp”), LAC US Corp. (the “LAC JV Member”), Lithium Nevada Ventures LLC (the “LAC-GM Joint Venture”), Lithium Nevada Projects LLC (the “Direct Parent”), Citibank, N.A. (the “Collateral Agent”) and the United States Department of Energy (“DOE”), which will become effective upon the satisfaction of certain customary conditions precedent.
The OWCA amends (i) that certain Loan Arrangement Reimbursement Agreement by and between the Borrower and the DOE and the other parties thereto (as amended by that certain Omnibus Amendment and Termination Agreement (the “OATA”), dated as of December 17, 2024, by and among the Borrower, the Direct Parent, the Company, KV Project LLC, B.C. Corp, the LAC-GM Joint Venture, and the LAC GM Member, and as supplemented by that certain Joinder Agreement, dated as of December 20, 2024, by the LAC JV Member in favor of DOE and the Collateral Agent, the “DOE Loan”), (ii) that certain Affiliate Support, Share Retention and Subordination Agreement by and among the Company, B.C. Corp, LAC US Corp., LAC JV Member, LAC-GM Joint Venture, the Direct Parent, the Collateral Agent, and DOE, dated as of October 28, 2024 and as amended by the OATA, (iii) that certain Collateral Agency and Accounts Agreement, by and among the Borrower, the Collateral Agent and DOE, dated as of October 28, 2024 and as amended by the OATA, and (iv) that certain Equity Pledge Agreement, by and between the Direct Parent and the Collateral Agent, dated as of December 17, 2024. Pursuant to the OWCA, the Company has also agreed to amend (i) the lithium offtake agreement among the Company, the Borrower and General Motors Holdings LLC (“GM”) dated February 16, 2023, as amended (the “Offtake Agreement”), and (ii) the lithium offtake agreement by and among the Company, the Borrower and GM dated December 20, 2024 (the “Phase 2 Offtake Agreement”, and together with the Offtake Agreement, the “Offtake Agreements”), and committed to make certain amendments to the Amended and Restated Limited Liability Company Agreement of the LAC-GM Joint Venture, dated December 20, 2024, as amended (the “JV Operating Agreement”).
The OWCA requires the Company to issue penny warrants to DOE for (i) 5% of the issued and outstanding common shares of LAC and (ii) 5% of the non-voting economic interests in the LAC-GM Joint Venture, with a conversion feature to common shares at LAC, within 60 days of the OWCA’s effective date (together, the “Warrants”).
Additionally, the OWCA requires the Company to amend the Offtake Agreement as follows: (i) the delivery dates for the “Annual Purchase Forecast” and “Annual Production Forecast” will be accelerated by two months; (ii) the forecast period for the first five years of phase one will be extended from two years to three years, with the second and third years remaining non-binding; (iii) the LAC-GM Joint Venture will be required to prioritize GM’s volume requirements; (iv) for the first five years of phase one, the LAC-GM Joint Venture may enter into firm volume commitments with third parties, subject to a cap based on the difference between the Annual Production Forecast and GM’s Annual Purchase Forecast, and the cap will be 100% of the difference in the first year, 80% in the second year, and 60% in the third year, (v) GM’s Annual Purchase Forecast will be capped at 20% year-over-year growth during the aforementioned period; (vi) after the first five years, (x) the forecast period will revert to two years, with the second year being non-binding and will include no cap on GM’s Annual Purchase Forecast, and (y) third-party commitments will be capped at 100% of the difference between forecasts in the first year and 50% in the second year of such forecasts; and (viii) if GM relinquishes volumes in non-binding forecast periods but later demonstrates a need for those volumes and incurs higher costs as a result of third-party purchases, GM will be entitled to a “profit true-up” equal to the volume procured multiplied by the difference between the third-party pricing and the implied LAC-GM Joint Venture pricing.
Among other changes, the OWCA also requires LAC to contribute an additional $120 million to DOE Loan reserve accounts within 12 months of the effective date of the OWCA. Of this amount, $60 million will be allocated to a new DSCR shortfall reserve account, and $60 million will be allocated to a new care & maintenance reserve account.
The OWCA commits to amending, within 60 days of the OWCA’s effective date, Section 3.3 of the JV Operating Agreement to authorize the board of directors to make capital calls in the event of an imminent default under the DOE Loan, in addition to the existing rights to make capital calls as required by an approved budget and for certain sustaining expenses. The amendment requires all capital contributions (with certain specified exceptions) to be made at fair market value, including those required by the DOE Loan. Further, the OWCA amends provisions of the DOE Loan with respect to the bankruptcy remoteness of the borrower.
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Following effectiveness of the OWCA, LAC is permitted to deliver a borrowing notice for the first advance of the DOE Loan upon satisfaction of the required conditions precedent.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant |
The information set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the OWCA is hereby incorporated by reference into this Item 2.03.
| Item 3.02 | Unregistered Sales of Equity Securities |
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K relating to the issuance of the Warrants and the underlying equity interests that may be issued upon conversion thereof is incorporated by reference into this Item 3.02. The Warrants will be issued in reliance on the exemption from registration provided by in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The equity interests underlying the Warrants that may be issued upon the exercise thereof will, if issued, be issued in a transaction exempt from registration under the Securities Act in reliance of Section 4(a)(2) or Section 3(a)(9) thereof and/or Regulation D promulgated thereunder.
| Item 7.01 | Regulation FD Disclosure |
On October 7, 2025, the Company issued a press release announcing its entry into the OWCA. 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.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
Exhibit |
Description |
|
| 99.1 | Press Release, dated October 7, 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: October 8, 2025 | By: | /s/ Jonathan Evans |
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| Jonathan Evans | ||||||
| Chief Executive Officer | ||||||
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Exhibit 99.1
|
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| NEWS RELEASE | ||
| TSX: LAC • NYSE: LAC | ||
| www.lithiumamericas.com |
Lithium Americas Finalizes DOE Loan Amendments
and Provides ATM Update
(All amounts in US$ unless otherwise indicated)
October 7, 2025 – Vancouver, Canada: Lithium Americas Corp. (TSX: LAC) (NYSE: LAC) (“Lithium Americas” or the “Company”) announced the finalization of the parties’ agreement on certain amendments to the Company’s $2.23 billion loan (the “DOE Loan”) from the U.S. Department of Energy (the “DOE”) for financing the construction of the processing facilities at Thacker Pass (“Thacker Pass” or the “Project”), which amendments will become effective following the satisfaction of mutually agreed and customary conditions that are anticipated to be satisfied in the following week. In addition, the Company is pleased to announce the completion of the previously announced at-the-market equity program (the “ATM Program”).
DOE AGREEMENT AMENDMENTS
In furtherance of the Company’s previously announced agreement-in-principle with General Motors Holdings LLC (“GM”), its joint venture (the “JV”) partner in Thacker Pass, and the DOE, the Company and the DOE have agreed on the terms of an amendment to the DOE Loan, as follows:
| • | The DOE has agreed to defer $184 million of scheduled debt service obligations under the DOE Loan from the first five years of loan repayment to the remaining years of loan maturity (which will become effective upon the execution of the amendment to the promissory note issued by the Company’s affiliate, Lithium Nevada LLC (“LN”) in favor of the Federal Financing Bank of the United States, which promissory note reflects the payment obligations with respect to the DOE Loan). |
| • | The Company will contribute an additional $120 million to DOE Loan reserve accounts, to be funded within 12 months of the effective date of the amendments. |
In consideration for agreeing to the deferral of scheduled debt service as described above, the DOE will receive:
| • | a 5% equity stake in the Company through warrants to purchase common shares of the Company at an exercise price of $0.01 per share (the “LAC Warrants”) and |
| • | a 5% economic stake in the JV through warrants to purchase non-voting, non-transferable equity interest of the JV (the “JV Units”) with an exercise price of $0.01 per unit (the “JV Warrants”). |
The LAC Warrants, the JV Warrants and the JV Units remain subject to customary conditions to be finalized through definitive documents and corporate approvals.
In addition, the JV and GM have entered into an amendment to GM’s lithium offtake agreement with LN (the “Offtake Agreement”) to provide additional support to the Project. The amendment permits LN to enter into additional third-party offtake agreements for certain remaining production volumes not forecasted to be purchased by GM.
The Company intends to rely upon the exemption set forth in Section 602.1 of the Toronto Stock Exchange (“TSX”) Company Manual, which provides that the TSX will not apply its standards to certain transactions involving eligible interlisted issuers on a recognized exchange.
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ATM UPDATE
As previously announced, the Company established an ATM Program on May 15, 2025. As of October 1, 2025, the ATM Program has been completed. The Company sold an aggregate of 26,921,629 common shares pursuant to the ATM program for gross proceeds of $99,999,988.75.
ADVISORS AND AGENTS
The Company’s transaction advisors for the DOE Loan transaction include Goldman Sachs & Co. LLC serving as financial advisor, while Vinson & Elkins LLP serving as U.S. legal counsel and Cassels, Brock & Blackwell LLP as Canadian legal counsel. The ATM Program agents are TD Securities (USA) LLC and TD Securities Inc.
ABOUT LITHIUM AMERICAS
Lithium Americas is developing Thacker Pass 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 GM (holding a 38% interest). The Company is focused on advancing Phase 1 of Thacker Pass toward production, targeting nominal design capacity of 40,000 tonnes per year of battery-quality lithium carbonate. The Company and its engineering, procurement and construction management contractor, Bechtel, entered into a National Construction Agreement (Project Labor Agreement) with North America’s Building Trades Unions for construction of Thacker Pass. Construction is expected to create nearly 2,000 direct jobs, including 1,800 skilled contractors. Lithium Americas’ shares are listed on the Toronto Stock Exchange and New York Stock Exchange under the symbol LAC. To learn more, visit www.lithiumamericas.com or follow @LithiumAmericas on social media.
FORWARD-LOOKING STATEMENTS
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 DOE Loan, including statements regarding definitive documentation, draw-down conditions on the DOE Loan, the expected timing for the DOE Loan, if at all, applicable exchange approval of the transaction and the outlook with respect to negotiations relating to the DOE Loan and the consequences related thereto; 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. As such, readers are cautioned not to place undue reliance on this information, and that this information may not be appropriate for any other purpose, including investment purposes. The Company’s actual results could differ materially from those anticipated in any FLS as a result of the risk factors set out herein, and in the Company’s other continuous disclosure documents available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.
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Readers are further cautioned to review the full description of risks, uncertainties and management’s assumptions in the aforementioned documents and other disclosure documents available on SEDAR+ and on EDGAR.
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.
INVESTOR CONTACT
Virginia Morgan, VP, IR and ESG
+1-778-726-4070
ir@lithiumamericas.com
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