Form 8-K URANIUM ENERGY CORP For: Nov 26

November 26, 2021 5:25 PM EST

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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

 

November 26, 2021
Date of Report (Date of earliest event reported)

 

URANIUM ENERGY CORP.
(Exact name of registrant as specified in its charter)

 

Nevada 001-33706 98-0399476
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

1030 West Georgia Street, Suite 1830
Vancouver, British Columbia
 
V6E 2Y3
(Address of principal executive offices)   (Zip Code)

 

(604) 682-9775
Registrant’s telephone number, including area code

 

Not applicable.
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K 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))

 

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 Stock UEC NYSE American

 

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

 

Emerging growth company  o

 

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.    o

 

 

 

 

 

 

Item 8.01 Other Events.

 

On November 26, 2021, the Board of Directors of Uranium Energy Corp. (the “Company”) approved the filing of a prospectus supplement to its Registration Statement on Form S-3 (File No. 333-256170) (the “Registration Statement”) and the continuation of the At The Market Offering Agreement, dated May 14, 2021 (the “Offering Agreement”) with H.C. Wainwright & Co., LLC (as the “Lead Manager”) and the co-managers set forth on the signature page of the Offering Agreement; presently comprised of each of TD Securities (USA) LLC, Haywood Securities (USA) Inc., Roth Capital Partners, LLC, Eight Capital and BMO Capital Markets Corp. (each, a “Co-Manager” and, collectively, with the Lead Manager, the “Managers”); under which the Company may, from time to time, sell shares of its common stock, par value $0.001 per share (the “Shares”), having an aggregate offering price of up to $100,000,000 through the Managers.

 

Upon delivery of a “Sales Notice” under and subject to the terms and conditions of the Offering Agreement, the “Designated Manager” of the Managers under the Offering Agreement may sell the Shares by methods deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on the NYSE American (the “NYSE American”), the existing trading market for our common stock, sales made to or through a market maker other than on an exchange or otherwise, directly to the sales agent as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law. Subject to the terms and conditions of the Offering Agreement, the Managers will use commercially reasonable efforts, consistent with its normal trading and sales practices, to sell the Shares from time to time, based upon the Company’s instructions, subject to applicable state and federal laws, rules and regulations, and the rules of the NYSE American.

 

The Company is not obligated to, and the Company cannot provide any assurances that it will, make any sales of the Shares under the Offering Agreement. The Offering Agreement will terminate upon the earlier of (i) sale of all shares of our shares of common stock provided for in the prospectus supplement, or (ii) the termination of the Offering Agreement as permitted therein. The Offering Agreement may be terminated by the Lead Manager or the Company at any time in their sole discretion upon 5 days’ prior written notice to the other party.

 

The Company will pay the Designated Manager a commission of 2.25% of the gross proceeds from the sale of Shares, and has agreed to provide the Managers with customary indemnification and contribution rights. Pursuant to the Offering Agreement, the Company agreed to reimburse the Lead Manager for certain specified expenses, including the fees and disbursements of its legal counsel, in an amount not to exceed $50,000, and to reimburse the Lead Manager for the documented fees and costs of its legal counsel reasonably incurred in connection with the Lead Manager’s ongoing diligence requirements arising from the transactions contemplated by the Offering Agreement in an amount not to exceed $5,000 in the aggregate per quarter.

 

The description of the Offering Agreement does not purport to be complete and is qualified in its entirety by reference to the Offering Agreement that was filed as Exhibit 1.2 to the Registration Statement filed with the Securities and Exchange Commission (the “SEC”) on May 17, 2021, and is incorporated by reference herein.

 

The opinion of the Company’s counsel regarding the validity of the Shares that will be issued pursuant to the Offering Agreement is filed herewith as Exhibit 5.1.

 

 

 

 

The Shares will be issued pursuant to: the Company’s Registration Statement, previously filed, which was declared effective by the SEC on June 1, 2021; the base prospectus filed as part of the Registration Statement, and the prospectus supplement dated November 26, 2021 filed by the Company with the SEC. This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares 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.

 

***

 

The Company cautions you that statements included in this report that are not a description of historical facts are forward-looking statements. These forward-looking statements include statements regarding the ability to sell Shares and raise additional funds pursuant to the Offering Agreement. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of these results will be achieved. Actual results may differ from those set forth in this report due to the risks and uncertainties associated with market conditions and the satisfaction of pre-sale conditions under the Offering Agreement, as well as risks and uncertainties inherent in the Company’s business, including those described in the Company’s periodic filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement. This cautionary statement is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

1.2 At The Market Offering Agreement, dated May 14, 2021 by and between Uranium Energy Corp., H.C. Wainwright & Co., LLC, TD Securities (USA) Inc., Haywood Securities (USA) Inc., Roth Capital Partners, LLC, Eight Capital and BMO Capital Markets Corp.(1)
   
5.1 Opinion of McMillan LLP.
   
23.1 Consent of McMillan LLP (included in Exhibit 5.1).

 

Notes:
(1)Incorporated by reference to our Registration Statement on Form S-3 filed with the SEC on May 17, 2021.

 

 

 

 

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.

 

 

URANIUM ENERGY CORP.

   
DATE:  November 26, 2021. By: /s/ Amir Adnani
    Amir Adnani, President, Chief Executive Officer and a director

 

 

 

 

Exhibit 5.1

 

 

Our File No. 57562V-281763

 

November 26, 2021

 

Uranium Energy Corp.

1030 West Georgia Street, Suite 1830

Vancouver, British Columbia, Canada

V6E 2Y3

 

Attention:Mr. Amir Adnani, Chief Executive Officer

 

Dear Sirs:

 

Re:Uranium Energy Corp.
Registration Statements on Form S-3;
Shares of Common Stock, par value $0.001 per share,
having an aggregate offering price of up to $100,000,000

 

We have acted as legal counsel to Uranium Energy Corp., a Nevada corporation (the “Company”), in connection with the proposed sale through the manager selected by the Company, acting as the sales agent and/or principal, from time to time by the Company of shares (the “Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $100,000,000 to be issued pursuant to that certain At The Market Offering Agreement dated as of May 14, 2021 (the “ATM Agreement”) by and between the Company, H.C. Wainwright & Co., LLC (the “Lead Manager”), TD Securities (USA) LLC, Haywood Securities (USA) Inc., Roth Capital Partners, LLC, Eight Capital and BMO Capital Markets (collectively with the Lead Manager, the “Managers”).

 

The Shares will be issued pursuant to: the Company’s Registration Statement on Form S-3 (File No. 333-256170) (the “Registration Statement”), as filed with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and declared effective by the SEC on June 1, 2021; the base prospectus (the “Base Prospectus”) filed as part of the Registration Statement; and the related prospectus supplement dated November 26, 2021 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), as filed with the SEC pursuant to Rule 424(b) under the Securities Act.

 

This opinion letter is furnished to you at your request in connection with the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. §229.601(b)(5). No opinion is expressed as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issue of the Shares.

 

Documents Reviewed

 

In rendering the opinions set forth below, we have reviewed:

 

·the ATM Agreement;
   
·the Registration Statement and the exhibits attached thereto;

 

McMillan LLP ½ Royal Centre, 1055 W. Georgia St., Suite 1500, PO Box 11117, Vancouver, BC, Canada V6E 4N7 ½ t 604.689.9111 ½ f 604.685.7084

Lawyers ½ Patent & Trade-mark Agents ½ Avocats ½ Agents de brevets et de marques de commerce

Vancouver ½ Calgary ½ Toronto ½ Ottawa ½ Montréal ½ Hong Kong ½ mcmillan.ca

 

 

 

 

 

November 26, 2021
Page 2

 

·the Prospectus;
   
·the Company’s Articles of Incorporation as currently in effect (the “Articles of Incorporation”);
   
·the Company’s Bylaws as currently in effect (the “Bylaws”);
   
·certain records of the Company’s corporate proceedings as reflected in its minute books, including resolutions of the directors relating to the registration of the Shares and related matters; and
   
·other documents as we have deemed relevant.

 

In addition, we have relied upon certificates of public officials as to certain questions of fact material to our opinions. For purposes of this opinion, we have not reviewed any documents other than the documents listed above. In particular, except as set forth above, we have not reviewed, and express no opinion on, any document that is referred to or incorporated by reference into the documents reviewed by us.

 

Assumptions, Limitations and Qualifications

 

Our opinions expressed herein are subject in all respects to the following assumptions, limitations and qualifications:

 

·all Shares will be offered, issued and sold in compliance with applicable United States federal and state securities laws, and in the manner stated in the Registration Statement and the Prospectus;
   
·at the time of the issuance of any of the Shares, the Company validly exists and is duly qualified and in good standing under the laws of its jurisdiction of incorporation, and has the necessary corporate power and authority to issue such Shares;
   
·in the event that any Shares are issued in uncertificated form, then, within a reasonable time after the issuance or transfer of any such uncertificated Shares, the Company sends to the registered owner thereof any written notice prescribed by the Nevada Revised Statutes;
   
·at the time of the issuance of any of the Shares, the Articles of Incorporation and the Bylaws of the Company are in full force and effect and have not been amended, restated, supplemented or otherwise altered, and there has been no authorization of any such amendment, restatement, supplement or other alteration, in each case since the date hereof;
   
·at the time of any offering or sale of any Shares there will be sufficient shares of Common Stock authorized and unissued under the Company’s then operative Articles of Incorporation and not otherwise reserved for issuance; and
   
·the minute books of the Company reflect all corporate proceedings of the Company, are accurate and up-to-date, and correctly reflect the directors and officers of the Company.
   

 

 

 

 

 

November 26, 2021
Page 3

 

In addition, we have assumed:

 

·the legal capacity of all natural persons;
   
·genuineness of all signatures on documents examined by us;
   
·the authenticity of all documents submitted to us as originals;
   
·the conformity to authentic originals of all documents submitted to us as certified, conformed, photostatic or other copies; and
   
·that the documents, in the forms submitted to us for our review, have not been and will not be altered or amended in any respect.

 

The opinions expressed in this letter are rendered as of the date hereof and are based on our understandings and assumptions as to present facts, and on the application of applicable law as the same exists on the date hereof. We assume no obligation to update or supplement this opinion letter after the date hereof with respect to any facts or circumstances that may hereafter come to our attention or to reflect any changes in the facts or law that may hereafter occur or take effect. In particular, we note that the Shares may be issued from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, in effect on the date hereof, which laws are subject to change.

 

The opinions expressed in this letter are limited to Nevada law, including all applicable provisions of the Constitution of the State of Nevada, statutory provisions of the State of Nevada and reported judicial decisions of the courts of the State of Nevada interpreting those laws, that, in our experience, are normally applicable to transactions of the type contemplated in the Registration Statement. We have not considered, and have not expressed any opinion with regard to, or as to the effect of, any other law, rule, or regulation, state or federal, applicable to the Company.

 

Opinion

 

Based upon and subject to the foregoing, we are of the opinion that when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers thereof, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the ATM Agreement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable.

 

Consent

 

We hereby consent to the filing of this opinion with the SEC as an exhibit to the Company’s Current Report on Form 8-K dated November 26, 2021. We also hereby consent to the use of our name under the heading “Legal Matters” in the Base Prospectus, and under the heading “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

 

Yours truly,

 

/s/ McMillan LLP

 

 

 



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