pll-20220930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM 10-Q

__________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ________

Commission File Number 001-38427

___________________________________________________________

PIEDMONT LITHIUM INC.

(Exact name of Registrant as specified in its Charter)

_________________________________________________________________________________________


Delaware			36-4996461
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
42 E Catawba Street Belmont, North Carolina			28012
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (704) 461-8000

___________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.0001 per share

PLL

The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

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 Securities Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act).

Yes ☐ No ☒

As of October 28, 2022, there were 18,010,228 shares of the Registrant’s common stock outstanding.

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		Page
Part I - Financial Information
Item 1.	Financial Statements	4
	Consolidated Balance Sheets	4
	Consolidated Statements of Operations	5
	Consolidated Statements of Comprehensive Income (Loss)	6
	Consolidated Statements of Cash Flows	7
	Consolidated Statements of Changes in Equity	8
	Notes to the Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30

Part II - Other Information
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	33
Signatures		34

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Part I - Financial Information

Item 1. Financial Statements.

PIEDMONT LITHIUM INC.

CONSOLIDATED BALANCE SHEETS


	(Unaudited)
	September 30, 2022		December 31, 2021
Assets
Cash and cash equivalents	$	117,588,915	$	64,244,983
Other current assets	3,362,103		2,514,602
Total current assets	120,951,018		66,759,585
Property, plant and mine development, net	64,342,373		40,055,354
Other non-current assets	15,728,575		4,561,122
Equity method investments in unconsolidated affiliates	96,833,438		58,872,710
Total assets	$	297,855,404	$	170,248,771

Liabilities and Stockholders’ Equity
Accounts payable	$	1,959,376	$	1,262,744
Accrued expenses	4,664,569		5,425,498
Current portion of long-term debt	458,572		762,189
Other current liabilities	119,584		99,587
Total current liabilities	7,202,101		7,550,018
Long-term debt, net of current portion	244,700		914,147
Operating lease liabilities, net of current portion	1,210,230		—
Deferred tax liabilities	3,814,015		—
Total liabilities	12,471,046		8,464,165
Commitments and contingencies (Note 11)
Stockholders’ equity:
Common stock; $0.0001 par value, 100,000,000 shares authorized; 17,994,576, and 15,894,395, shares issued and outstanding at September 30, 2022, and December 31, 2021, respectively	1,799		1,589
Additional paid-in capital	380,140,254		255,131,836
Accumulated deficit	(94,754,054)		(92,683,000)
Accumulated other comprehensive loss	(3,641)		(665,819)
Total stockholders’ equity	285,384,358		161,784,606
Total liabilities and stockholders’ equity	$	297,855,404	$	170,248,771

The accompanying notes are an integral part of these unaudited financial statements.

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PIEDMONT LITHIUM INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Operating expenses:
Exploration and mine development costs	$	434,177	$	5,563,028	$	1,484,889	$	12,865,364
General and administrative expenses	7,160,482		4,818,647		20,199,852		11,506,078
Total operating expenses	7,594,659		10,381,675		21,684,741		24,371,442
Loss from equity method investments in unconsolidated affiliates	(2,002,617)		(410,538)		(6,547,499)		(475,164)
Loss from operations	(9,597,276)		(10,792,213)		(28,232,240)		(24,846,606)
Other income (expense):
Interest income	373,204		—		373,492		3,830
Interest expense	(20,640)		(59,051)		(97,250)		(191,966)
Loss from foreign currency exchange	(35,469)		(10,095)		(60,118)		(35,627)
Gain on dilution of equity method investments in unconsolidated affiliates	29,367,281		—		29,367,281		—
Total other income (expense)	29,684,376		(69,146)		29,583,405		(223,763)
Income (loss) before taxes	20,087,100		(10,861,359)		1,351,165		(25,070,369)
Income tax expense	3,422,219		—		3,422,219		—
Net income (loss)	$	16,664,881	$	(10,861,359)	$	(2,071,054)	$	(25,070,369)

Basic net income (loss) per weighted-average share	$	0.93	$	(0.68)	$	(

SEC Form 10-Q filed by Piedmont Lithium Inc.