| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 28, 2024, Li-Cycle Holdings Corp., an Ontario corporation (the “Company”) entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (“B. Riley”) pursuant to which the Company may, from time to time, offer and sell common shares of the Company, without par value, having an aggregate offering price of up to $75,000,000 (the “Shares”), through an “at the market” equity offering program through B. Riley as the Company’s sales agent or principal.
B. Riley is not required to sell any specific number or dollar amount of Shares but will use commercially reasonable efforts to sell on the Company’s behalf all of the Shares requested to be sold by the Company based on instructions from the Company. Under the Sales Agreement, the Company will set the parameters for the sale of Shares, including any price, time or size limits or other customary parameters or conditions. Subject to the terms and conditions of the Sales Agreement, sales of the Shares under the Sales Agreement, if any, will be deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, made by any method permitted by law including without limitation, sales made directly on the New York Stock Exchange, on any other existing trading market for the Shares, to or through a market maker or in privately negotiated transactions.
The Company will pay B. Riley a commission up to 3.0% of the gross proceeds of any Shares sold through B. Riley under the Sales Agreement. The Sales Agreement contains, among other things customary representations, warranties and covenants by the Company and indemnification obligations of the Company to B. Riley. The Sales Agreement may be terminated by the Company upon written notice to B. Riley or by B. Riley upon written notice to the Company.
Any sale of Shares under the Sales Agreement will be made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-278010) filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 15, 2024, which was declared effective by the SEC on March 29, 2024. The Company will file a prospectus supplement with the SEC related to the offer and sale of common shares pursuant to the Sales Agreement. The Company plans to use the net proceeds from any sales pursuant to the Sales Agreement for general corporate purposes.
The foregoing is only a brief description of the material terms of the Sales Agreement and is qualified in its entirety by reference to the full agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The representations, warranties and covenants contained in the Sales Agreement were made only for purposes of such agreement and are solely for the benefit of the parties to such agreement.
McCarthy Tétrault LLP, counsel to the Company, has issued an opinion to the Company, dated June 28, 2024, regarding the valid issuance of the Shares to be issued and sold pursuant to the Sales Agreement. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities 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.
