United States securities and exchange commission logo
September 7, 2023
Neal Shah
Chief Financial Officer
NioCorp Developments Ltd.
7000 South Yosemite Street, Suite 115
Centennial, CO 80112
Re: NioCorp
Developments Ltd.
Post-Effective
Amendment No. 1 to Form S-3 on Form S-1
Filed August 23,
2023
File No. 333-270542
Dear Neal Shah:
We have reviewed your post-effective amendment and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Post-Effective Amendment No. 1 to Form S-3 on Form S-1 filed August 23,
2023
Incorporation of Documents By Reference, page iv
1. We note that you
incorporate information by reference into your prospectus. However,
since you have not yet
filed your Form 10-K for the fiscal year ended June 30, 2023, you
are not eligible to
incorporate by reference. Refer to General Instruction VII.C to Form S-
1. Please amend to
include all of the disclosure required by Form S-1, or, in the
alternative, file your
Form 10-K for the fiscal year ended June 30, 2023, and update this
section accordingly.
Neal Shah
FirstName LastNameNeal Shah
NioCorp Developments Ltd.
Comapany 7,
September NameNioCorp
2023 Developments Ltd.
September
Page 2 7, 2023 Page 2
FirstName LastName
Risk Factors, page 6
2. We note you have removed a risk factor that appeared in your
registration statement at the
time of effectiveness which discussed the risk that you may not have
access to the full
amount available to you under your equity line transaction. Please
revise to reinsert this
risk factor or provide your analysis as to why this no longer reflects
a material risk.
General
3. We note your financial information appears to be stale where it is as
of a date more than
45 days after your year-end of June 30, 2023. In this regard we note
that Rule 8-
08(b) of Regulation S-X requires audited financial statements of the
most recently
completed year in view of the company having reported losses for the
fiscal year ended
2022 and the likelihood, based on the nine-month period ended March
31, 2023, that the
company will be reporting a loss during the most recently completed
fiscal year. Please
amend your filing to update your financial statements and related
disclosures.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 or
Daniel Morris, Legal
Branch Chief, at (202) 551-3314 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Energy
& Transportation
cc: Andrew C. Thomas