Piedmont Lithium Files 8-K with Multiple Material Events

TL;DR

Piedmont Lithium dropped an 8-K detailing asset deals, listing rule notices, control changes, and exec shifts. Big week.

AI Summary

Piedmont Lithium Inc. filed an 8-K on September 3, 2025, reporting several material events as of August 29, 2025. These include the completion of an acquisition or disposition of assets, a notice of delisting or failure to meet listing rules, material modifications to security holder rights, changes in control, departures/elections of officers and directors, amendments to articles of incorporation, and other events. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Piedmont Lithium Inc., which could impact its stock price, operational structure, and future business strategy.

Risk Assessment

Risk Level: medium — The filing covers a broad range of significant corporate events, including potential delisting notices and changes in control, which introduce uncertainty.

Key Players & Entities

• Piedmont Lithium Inc. (company) — Registrant
• August 29, 2025 (date) — Earliest event reported
• September 3, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $0.0001 — e on which registered Common Stock, $0.0001 par value per share PLL Nasdaq In

Filing Documents

• ef20055055_8k.htm (8-K) — 49KB
• ef20055055_ex3-1.htm (EX-3.1) — 7KB
• ef20055055_ex3-2.htm (EX-3.2) — 75KB
• ef20055055_ex99-1.htm (EX-99.1) — 28KB
• image00003.jpg (GRAPHIC) — 3KB
• image00004.jpg (GRAPHIC) — 4KB
• 0001140361-25-033733.txt ( ) — 329KB
• pll-20250829.xsd (EX-101.SCH) — 4KB
• pll-20250829_lab.xml (EX-101.LAB) — 22KB
• pll-20250829_pre.xml (EX-101.PRE) — 16KB
• ef20055055_8k_htm.xml (XML) — 4KB

01

Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth under the Introductory Note of this Current Report on Form 8-K is hereby incorporated by reference in its entirety into this Item 2.01.

01

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information set forth under the Introductory Note of this Current Report on Form 8-K is hereby incorporated by reference in its entirety into this Item 3.01. On August 29, 2025, in connection with the closing of the Merger, the Company notified the Nasdaq that the Merger had been consummated and requested that the Nasdaq delist Piedmont common stock from the Nasdaq and file with the SEC a notification on Form 25 to report the delisting of Piedmont common stock from the Nasdaq and to deregister Piedmont common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Trading of Piedmont common stock on the Nasdaq was suspended prior to the opening of trading on September 2, 2025. Following the effectiveness of the Form 25 for Piedmont common stock, the Company expects to file a Form 15 with the SEC to deregister Piedmont common stock under Section 12(g) of the Exchange Act and to suspend the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

03

Item 3.03. Material Modification to Rights of Security Holders. The information set forth under the Introductory Note of this Current Report on Form 8-K and Items 2.01, 3.01, 5.01 and 5.03 is hereby incorporated by reference in its entirety into this Item 3.03. In connection with the Merger, immediately prior to the Effective Time, holders of eligible Piedmont common stock and Piedmont CDIs ceased to have any rights as shareholders in the Company (other than their right to receive the Merger Consideration pursuant to the terms of the Merger Agreement).

01

Item 5.01. Changes in Control of Registrant. The information set forth under the Introductory Note of this Current Report on Form 8-K and Items 2.01, 5.02 and 5.03 is hereby incorporated by reference in its entirety into this Item 5.01. In connection with the Merger and at the Effective Time, a change in control of the Company occurred when Merger Sub merged with and into the Company, with the Company continuing as the surviving company and a wholly owned subsidiary of Sayona.

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In connection with the consummation of the Merger (and not as a result of any disagreement with the Company), and in accordance with the Merger Agreement, at the Effective Time, each of Jeff Armstrong, Keith D. Phillips, Christina Alvord, Jorge M. Beristain, Michael Bless, Claude Demby and Dawne Hickton, together constituting all of the directors of the Company at such time, resigned as directors of the Company, and Lucas Dow became the sole director of the Company. In connection with the consummation of the Merger (and not as a result of any disagreement with the Company), and in accordance with the Merger Agreement, at the Effective Time, each of Keith D. Phillips, Bruce Czachor, and Michael White, each of whom was an officer of the Company immediately prior to the Effective Time, resigned from serving in such capacities, and Lucas Dow became the President and Chief Executive Officer of the Company.

03

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the consummation of the Merger, and in accordance with the Merger Agreement, at the Effective Time, the Company's certificate of incorporation was amended and restated (the "A&R Certificate") to read in its entirety as set forth in Exhibit 3.1 to this Current Report on Form 8-K, which exhibit is hereby incorporated by reference in its entirety into this Item 5.03. In connection with the consummation of the Merger, and in accordance with the Merger Agreement, at the Effective Time, the Company's bylaws in effect immediately prior to the Effective Time were amended and restated (the "A&R Bylaws") to read in their entirety as set forth in Exhibit 3.2 to this Current Report on Form 8-K , which exhibit is hereby incorporated by reference in its entirety into this Item 5.03. The foregoing disclosures regarding the A&R Certificate and the A&R Bylaws do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the A&R Certificate and the A&R Bylaws, respectively.

01

Item 8.01. Other Events On August 29, 2025, the Company issued a press release announcing the completion of the Merger, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference in its entirety into this Item 5.03.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2 .1* Agreement and Plan of Merger, dated as of November 18, 2024, by and among Piedmont Lithium Inc., Sayona Mining Limited, and Shock MergeCo Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on November 19, 2024) 2.2 Amendment No. 1 to the Agreement and Plan of Merger, dated as of April 22, 2025, by and among Piedmont Lithium Inc., Sayona Mining Limited, and Shock MergeCo Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on April 23, 2025) 3.1 Second Amended and Restated Certificate of Incorporation, dated August 29, 2025 3.2 Second Amended and Restated Bylaws, dated August 29, 2025 99.1 Press Release, dated August 29, 2025 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. * Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

SIGNATURES

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. PIEDMONT LITHIUM INC. Date: September 3, 2025 /s/ Dylan Roberts Name: Dylan Roberts Title: Secretary

View Full Filing

View this 8-K filing on SEC EDGAR