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): ~~February~~April 246, 2026

NioCorp Developments Ltd.

(Exact name of registrant as specified in its charter)

British Columbia, Canada (State or other jurisdiction of incorporation) 001-41655 (Commission File Number) 98-1262185 (IRS Employer Identification No.)


British Columbia, Canada	001-41655	98-1262185
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7000 South Yosemite Street, Suite 115
Centennial, Colorado 80112
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (720) 334-7066

(Former name or former address, if changed since last report.)

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))

☐ 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(s)	Name of each exchange on which registered
Common Shares, without par value	NB	The Nasdaq Stock Market LLC
Common Shares, without par value Warrants, each exercisable for 1.11829212 Common Shares	NB NIOBW	The Nasdaq Stock Market LLC The Nasdaq Stock Market LLC
Warrants, each exercisable for 1.11829212 Common Shares	NIOBW	The Nasdaq Stock Market LLC
Common Share Purchase Rights	N/A	The Nasdaq Stock Market LLC

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

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.

~~Placement~~The ~~Agency~~information ~~Agreement~~contained in Item 3.03 below is incorporated herein by reference.

OnItem ~~February 24, 2026, NioCorp Developments Ltd~~3. ~~(the~~03. ~~“Company”)~~Material ~~entered~~Modification ~~into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC~~ to ~~act~~Rights ~~as the Company’s exclusive placement agent (the “Placement Agent”) to solicit offers to purchase common shares, without par value,~~ of ~~the~~Security Company (the “Common Shares”) (or pre-funded warrants (the “Pre-Funded Warrants”) to purchase Common Shares in lieu thereof) in a public offering registered under the Securities Act (as defined below) (the “Offering”)Holders. Pursuant to the Placement Agency Agreement, the Company issued and sold (a) 17,400,000 Common Shares at a public offering price of $5.00 per Common Share, less the Placement Agent’s fee of $0.30 per Common Share, and (b) 2,600,000 Pre-Funded Warrants at a public offering price of $4.9999 per Pre-Funded Warrant, less the Placement Agent’s fee of $0.30 per Pre-Funded Warrant. The Offering was conducted on a reasonable “best efforts” basis and closed on February 25, 2026.

~~Each~~As ~~Pre-Funded~~previously ~~Warrant is exercisable for one~~disclosed, ~~Common~~the ~~Share~~Board ~~at a price per Common Share~~ of ~~$0.0001.~~Directors ~~The Pre-Funded Warrants may be exercised at any time on or after~~ (the ~~date~~“Board”) of ~~issuance and~~NioCorp doDevelopments ~~not have an expiration date~~Ltd. ~~The Pre-Funded Warrants contain provisions that prohibit exercise if~~ (the ~~holder,~~“Company”) ~~together~~previously ~~with~~approved ~~its affiliates, would beneficially own more than 4.99%, or 9.99% upon notice by~~ the ~~holder, of the number of Common Shares outstanding immediately~~ ~~after~~Company’s ~~giving effect to such exercise. A holder of Pre~~limited-~~Funded~~duration ~~Warrants~~shareholder ~~may~~rights ~~increase~~plan or(the ~~decrease~~“Rights ~~this~~Plan”) ~~percentage~~as toset aforth ~~percentage not~~ in ~~excess~~ ~~of 9.99% by providing notice to~~ the ~~Company,~~Shareholder ~~which increase will not be effective until at least 61 days following such notice.~~Rights ~~Pre-Funded~~Plan ~~Warrant~~Agreement, ~~holders~~dated ~~will~~as ~~not have the rights or privileges~~ of aNovember ~~holder~~21, of2025 ~~Common Shares with respect to~~ (the ~~Common~~“Original ~~Shares~~Rights ~~underlying such~~Plan ~~Pre-Funded Warrants~~Agreement”), ~~including~~by ~~any~~and ~~voting~~between ~~rights, until~~ the ~~holder~~Company ~~exercises such Pre-Funded Warrants. There is no established trading~~and ~~market~~Computershare ~~for~~Investor ~~the~~Services ~~Pre-Funded Warrants and the Company does not expect a market to develop~~Inc. ~~In addition~~, ~~the~~as ~~Company~~rights ~~does~~agent ~~not~~(or ~~intend~~any tosuccessor ~~apply for~~rights ~~the~~agent) ~~listing of~~ (the ~~Pre-Funded~~“Rights ~~Warrants on any national securities exchange or other trading market~~Agent”).

~~The~~On ~~Placement~~April ~~Agency~~6, ~~Agreement~~2026, ~~contains customary~~following ~~representations,~~approval ~~warranties and covenants made~~ by the Company.’s Itshareholders ~~also~~at ~~provides~~the ~~customary~~Annual ~~indemnification~~Meeting by(as ~~each~~defined ofbelow), the Company ~~and~~entered ~~the~~into an Amended and ~~Placement~~Restated ~~Agent~~Shareholder ~~for~~Rights ~~losses~~Plan orAgreement ~~damages~~(the ~~arising~~“Amended ~~out~~Rights ofPlan orAgreement”), inby ~~connection~~and ~~with~~between the ~~Offering~~Company and the Rights Agent, ~~including~~which ~~for~~amends ~~liabilities~~and ~~under~~restates the ~~Securities Act~~Original ofShareholder ~~1933,~~Rights asPlan ~~amended~~Agreement ~~(the~~in ~~“Securities~~its ~~Act”)~~entirety.

InThe ~~addition,~~Rights ~~pursuant~~Plan pursuant to the ~~terms~~Original ofRights ~~the~~Plan ~~Placement Agency~~ Agreement, ~~the~~had ~~Company’s~~an ~~executive~~initial ~~officers~~term ~~and~~of ~~directors~~six ~~entered~~months ~~into~~and ~~lock-up~~would ~~agreements~~have inexpired ~~substantially~~on ~~the~~May ~~form~~21, ~~included as~~2026, anor ~~exhibit~~earlier to upon the ~~Placement~~redemption ~~Agency Agreement, providing for a 30-day “lock-up” period with respect to sales~~ of ~~Common~~the ~~Shares and~~Rights ~~securities~~(as ~~that~~defined ~~are~~within ~~exchangeable~~the orAmended ~~exercisable~~Rights ~~for~~Plan ~~Common~~Agreement) ~~Shares~~or, ~~subject~~provided tothat ~~certain~~a ~~exceptions.~~ Flip-In ~~addition,~~Event ~~subject~~(as ~~to certain~~defined ~~exceptions,~~within the ~~Company~~Amended ~~has~~Rights ~~agreed,~~Plan (iAgreement) ~~for~~has anot ~~period~~occurred, ofat 60such ~~days following the~~ date ofor ~~the~~time ~~closing~~as of the ~~Offering,~~Board ~~not~~may ~~to,~~determine ~~and~~in ~~to cause~~ its ~~subsidiaries~~sole ~~not~~discretion (the ~~to,~~“Expiration ~~issue,~~Time”). ~~enter~~The ~~into~~Amended ~~any~~Rights ~~agreement~~Plan toAgreement ~~issue~~amends ~~or announce~~ the ~~issuance~~definition orof ~~proposed~~the ~~issuance~~Expiration Time of ~~any~~the ~~Common Shares or~~Rights ~~any~~Plan ~~securities~~to ~~that~~be ~~are~~5:00 ~~convertible~~p.m. ~~into, or exchangeable or exercisable for, Common Shares and~~ (iiToronto time) ~~for~~on ~~a period of 60 days following~~ the date of the ~~closing~~Company’s ofannual ~~the~~general ~~Offering,~~meeting ~~issue~~of ~~any~~shareholders ~~securities~~held ~~that~~in ~~are~~2027, ~~subject~~or earlier toupon ~~a price reset based on~~ the ~~trading~~redemption ~~prices~~ of ~~our Common Shares or upon a specified or contingent event in~~ the ~~future~~Rights, or ~~enter~~provided ~~into~~that ~~any~~a ~~agreement~~Flip-In toEvent ~~issue~~has ~~securities~~not occurred, at asuch ~~future~~date ~~determined~~or ~~price. The~~time ~~foregoing~~as ~~restrictions~~the Board may bedetermine ~~waived~~in ~~by the Placement Agent at~~ its sole discretion.

The ~~Offering~~descriptions ~~was~~of ~~made~~the Rights ~~pursuant~~and the Rights Plan are incorporated herein by reference to the ~~Company’s~~description under the heading “Particulars of Matters ~~effective~~to ~~registration~~Be ~~statement~~Acted onUpon—VI ~~Form~~– ~~S-3~~Approve ~~(File~~Amendment ~~No.~~and ~~333-290837)~~Extension ~~(the~~of ~~“Registration~~Company’s ~~Statement~~Shareholder Rights Plan”), ~~which~~in ~~was~~the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission ~~(the “SEC”)~~ on ~~October~~February 1025, ~~2025~~2026, and ~~became~~are ~~effective~~qualified ~~upon~~in ~~filing~~their ~~pursuant~~entirety toby ~~Rule~~reference ~~462(e) of~~to the ~~Securities~~full ~~Act,~~text asof ~~supplemented~~the byAmended aRights ~~prospectus~~Plan ~~supplement~~Agreement, ~~dated~~a ~~February~~copy ~~24,~~of ~~2026,~~which is filed ~~with~~as ~~the~~Exhibit ~~SEC~~4.1 to this Current Report on ~~February~~Form ~~25,~~8-K ~~2026~~and is incorporated by reference herein.

~~The~~Item ~~net proceeds from the Offering were approximately $93~~5.602 ~~million,~~Departure ~~after~~of ~~deducting~~Directors ~~the~~or ~~Placement~~Certain ~~Agent~~Officers; ~~commissions~~Election ~~and~~of ~~estimated~~Directors; ~~offering~~Appointment ~~expenses~~of ~~but~~Certain ~~before~~Officers; ~~giving~~Compensatory ~~effect~~Arrangements ~~to the exercise~~ of ~~any~~Certain ~~Pre-Funded Warrants~~Officers.

~~The~~On April ~~foregoing~~6, ~~description~~2026, ofat the ~~Placement Agency~~Annual ~~Agreement~~Meeting, isthe ~~qualified~~Company’s inshareholders ~~its~~considered ~~entirety~~and byapproved the ~~full~~NioCorp ~~text~~Developments ofLtd. ~~the~~Long Term ~~Placement~~Incentive ~~Agency Agreement~~Plan, ~~a copy of which is filed~~ as ~~Exhibit 1.1~~amended to(the ~~this~~“2017 ~~Current~~Amended ~~Report on Form 8~~Long-KTerm ~~and~~Incentive isPlan”), ~~incorporated~~which ~~herein~~amended byand ~~reference.~~restated ~~The foregoing description of~~ the ~~Pre-Funded Warrants~~prior isamendment ~~qualified~~and inrestatement ~~its entirety by the full text~~ of the ~~Form~~NioCorp ofDevelopments ~~Pre-Funded~~Ltd. ~~Warrant,~~Long aTerm ~~copy~~Incentive ofPlan ~~which~~that iswas ~~filed~~approved asby ~~Exhibit~~the ~~4.1~~Company’s ~~to this Current~~shareholders ~~Report~~ on ~~Form~~January ~~8-K~~19, ~~and~~2024 is(the ~~incorporated~~“2017 ~~herein~~Long-Term byIncentive ~~reference~~Plan”).

~~Item~~Under the 72017 Amended Long-Term Incentive Plan, the Board may in its discretion from time to time grant options (“Options”) to purchase Common Shares, without par value, of the Company (“Common Shares”), share units (in the form of restricted share units (“RSUs”) and performance share units (collectively with RSUs, “Share Units”)) and dividend equivalents to directors, employees and certain other service providers (as defined in the 2017 Amended Long-Term Incentive Plan) of the Company and affiliated entities selected by the Board.01 ~~Regulation~~Subject FDto ~~Disclosure~~adjustment as provided in the 2017 Amended Long-Term Incentive Plan, the number of Common Shares available under the 2017 Amended Long-Term Incentive Plan for awards of (1) Options, (2) Share Units, and (3) dividend equivalents, will not exceed, in the aggregate, 11,300,000 Common Shares, minus, as of April 6, 2026, one Common Share for every one Common Share subject to an award granted under the 2017 Long-Term Incentive Plan after February 9, 2026 and before April 6, 2026. Such Common Shares may be shares of original issuance or treasury shares or a combination of the two. The finite share limit described above replaced the “evergreen” share limit that had previously been used the 2017 Long-Term Incentive Plan. Subject to the share counting rules of the 2017 Amended Long-Term Incentive Plan, the aggregate number of Common Shares available under the 2017 Amended Long-Term Incentive Plan will be reduced by one Common Share for every one Common Share subject to an award granted under the 2017 Amended Long-Term Incentive Plan.

~~On February 25, 2026,~~ Under the ~~Company~~2017 ~~issued~~Amended aLong-Term ~~press release~~Incentive ~~announcing~~Plan, ~~the~~subject ~~closing~~to ofadjustment ~~the~~as ~~Offering.~~provided Ain ~~copy of~~ the ~~press~~2017 ~~release~~Amended isLong-Term ~~filed~~Incentive asPlan, ~~Exhibit~~the aggregate ~~99.1~~number toof ~~this~~Common ~~Current~~Shares ~~Report~~actually onissued ~~Form~~or ~~8-K and~~transferred ~~is incorporated herein~~ by ~~reference.~~the ~~Such~~Company ~~exhibit~~upon ~~and~~ the ~~information~~exercise ~~set~~of ~~forth~~stock ~~therein~~options ~~shall~~intended ~~not be deemed~~ to qualify beas ~~filed~~“incentive ~~for~~stock ~~purposes of~~options” under Section 18422 of the ~~Securities~~United ~~Exchange~~States ~~Act~~Internal ofRevenue ~~1934,~~Code aswill ~~amended~~not ~~(the~~exceed ~~“Exchange Act”)~~11,300,000 Common orShares. ~~otherwise~~The be2017 ~~subject~~Amended toLong-Term ~~the~~Incentive ~~liabilities of~~Plan ~~that~~also ~~section,~~made ~~nor~~the ~~shall~~following itother bechanges ~~deemed~~from tothe be2017 ~~incorporated~~Long-Term byIncentive Plan ~~reference~~ (in ~~any~~addition ~~filing~~to ~~under~~certain ~~the~~non-material ~~Securities~~amendments ~~Act~~of ora ~~the~~housekeeping ~~Exchange Act.~~nature):

~~Item~~● ~~8.01~~implemented ~~Other~~updated ~~Events.~~share counting and recycling provisions, including to provide as follows: (i) if any award under the 2017 Amended Long-Term Incentive Plan (in whole or in part) is cancelled or forfeited, expires, is settled for cash, or is unearned, the Common Shares subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash

~~The~~settlement, or unearned amount, again be available under the 2017 Amended Long-Term Incentive Plan; (ii) Common Shares withheld by the Company, istendered ~~filing~~or ~~herewith~~otherwise used in payment of the ~~following exhibits~~exercise price of an Option will not be added (or added back, as applicable) to the ~~Registration~~aggregate ~~Statement:~~number of Common Shares available under the 2017 Amended Long-Term Incentive Plan; (iii) Common Shares withheld by the Company, tendered or otherwise used to satisfy tax withholding with respect to awards will not be added (or added back, as applicable) to the aggregate number of Common Shares available under the 2017 Amended Long-Term Incentive Plan; and (iv) Common Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options will not be added (or added back, as applicable) to the aggregate number of Common Shares available under the 2017 Amended Long-Term Incentive Plan;

1.● ~~Placement~~eliminated ~~Agency~~certain ~~Agreement,~~“evergreen” ~~dated~~limitations ason ofoutstanding ~~February~~shares ~~24,~~from ~~2026~~time to time that could be reserved for issuance with respect to Share Units or to individual participants, byas ~~and~~well ~~between~~as ~~NioCorp~~certain ~~Developments~~Toronto-Stock-Exchange-related ~~Ltd.~~limitations ~~and~~on ~~Maxim~~shares ~~Group~~issuable ~~LLC~~to insiders;

2.● ~~Form~~included a limit on the annual compensation of ~~Pre~~the Company’s non-~~Funded~~employee ~~Warrant~~directors;

3.● ~~Opinion~~updated ~~and~~the ~~Consent~~amendment provisions to more closely align with the rules of ~~Blake,~~The ~~Cassels~~Nasdaq &Stock ~~Graydon~~Market ~~LLP~~(“Nasdaq”); and

4.● ~~Opinion~~clarified ~~and~~that ~~Consent~~the Company may take advantage of ~~Jones~~the ~~Day~~applicable Nasdaq exemptions to shareholder approval of equity compensation plans.

~~Item~~The Board ~~9.01~~will ~~Financial~~generally ~~Statements~~be ~~and~~able ~~Exhibits~~to amend the 2017 Amended Long-Term Incentive Plan, subject to shareholder approval in certain circumstances as further described in the 2017 Amended Long-Term Incentive Plan.

~~(d)~~The foregoing ~~Exhibits~~description of the 2017 Amended Long-Term Incentive Plan is not complete and is in all respects qualified in its entirety by the actual provisions of the 2017 Amended Long-Term Incentive Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Exhibit Number	Description
1.1	Placement Agency Agreement, dated as of February 24, 2026, by and between NioCorp Developments Ltd. and Maxim Group LLC
4.1	Form of Pre-Funded Warrant (included in Exhibit 1.1)
5.1	Opinion of Blake, Cassels & Graydon LLP
5.2	Opinion of Jones Day
23.1	Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.1)
23.2	Consent of Jones Day (included in Exhibit 5.2)
99.1	Press Release, dated February 25, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Item 5.07

Submission of Matters to a Vote of Security Holders.

~~SIGNATURES~~On April 6, 2026, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). As of the record date for the Annual Meeting, there were 125,321,172 Common Shares issued and outstanding and entitled to vote, of which 56,773,600 Common Shares were present by proxy or in person at the Annual Meeting. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows and, pursuant to the requirements set out in subsection 11.3 of National Instrument 51-102, the Company gives notice of these results:

~~Pursuant~~Proposal toOne ~~the~~— To ~~requirements~~Set of the ~~Securities~~Number ~~Exchange Act~~ of ~~1934,~~Directors ~~the~~for ~~registrant has duly caused this report to be signed on its behalf by~~ the ~~undersigned~~Ensuing ~~hereunto~~Year ~~duly~~at ~~authorized~~Six.

	NIOCORP DEVELOPMENTS LTD.
DATE: February 25, 2026	By:	/s/ Neal S. Shah
		Neal S. Shah Chief Financial Officer

Votes For: 55,164,407

Votes Against: 1,609,193

Broker non-votes: 0

Proposal Two — Election of Directors.

Nominee	Votes FOR	Votes WITHHELD	Broker Non-Votes
Mark A. Smith	27,749,599	1,206,180	27,817,821
Peter Oliver	25,418,410	3,537,369	27,817,821
Anthony W. Fulton	27,962,280	993,498	27,817,822
Nilsa Guerrero-Mahon	20,556,963	8,398,816	27,817,821
Michael G. Maselli	22,939,856	6,015,923	27,817,821
Dean C. Kehler	22,781,962	6,173,816	27,817,822

Proposal Three — Appointment of Deloitte & Touche LLP as Auditors of the Company for the Ensuing Year and Authorizing the Directors to Fix Their Remuneration.

Votes For: 55,986,839

Votes Withheld: 786,761

Broker non-votes: 0

Proposal Four — Approval, on a Nonbinding, Advisory Basis, of the Compensation of the Company’s Named Executive Officers.

Votes For: 22,285,849

Votes Against: 6,272,537

Abstentions: 397,390

Broker non-votes: 27,817,824

Proposal Five — Approval of the Amendment and Restatement of the NioCorp Developments Ltd. Long Term Incentive Plan.

Votes For: 23,285,354

Votes Against: 5,326,885

Abstentions: 343,535

Broker non-votes: 27,817,826

Proposal Six — Approval of the Amendment and Extension of the Company’s Shareholder Rights Plan.

Votes For: 23,942,251

Votes Against: 4,719,596

Abstentions: 293,931

Broker non-votes: 27,817,822

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
4.1	Amended and Restated Shareholder Rights Plan Agreement, dated as of April 6, 2026, by and between NioCorp Developments Ltd. and Computershare Investor Services Inc., as rights agent (or any successor rights agent).
10.1	NioCorp Developments Ltd. Long Term Incentive Plan, as amended through April 6, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

	NIOCORP DEVELOPMENTS LTD.

DATE: April 6, 2026	By:	/s/ Neal S. Shah
	Neal S. Shah
	Chief Financial Officer

Filing Compare · NIOCORP DEVELOPMENTS LTD