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

March 19, 2020
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  [ ]

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.    [ ]

__________

Section 1 - Registrant's Business and Operations

Item 1.01 Entry Into a Material Definitive Agreement.

On March 19, 2020, Uranium Energy Corp. (the "Company") entered into an amending agreement (the "Amending Agreement") to its prior At The Market Offering Agreement (the "ATM Agreement" and collectively, with the Amending Agreement, 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) Inc., Haywood Securities (USA) Inc., Roth Capital Partners, LLC, Eight Capital and Cormark Securities (USA) Limited (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 $30,000,000 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 the Shares under the Offering Agreement having an aggregate offering price of $30,000,000, 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 upon 5 days' notice to the other party, or by the Lead Manager at any time in certain circumstances, including the occurrence of a material adverse change in the Company.

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 ATM 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 pursuant to the Amending Agreement, the Company has agreed to reimburse the Lead Manager for the fees and expenses of its legal counsel in an amount not to exceed $15,000.

The description of the ATM Agreement does not purport to be complete and is qualified in its entirety by reference to the ATM Agreement that was filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on April 9, 2019, and is incorporated by reference herein.  The description of the Amending Agreement does not purport to be complete and is qualified in its entirety the Amending Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K 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 also filed herewith as Exhibit 5.1.

The Shares will be issued pursuant to: the Company's Registration Statement on Form S-3 (File No. 333-236571) (the "Registration Statement"), previously filed, which was declared effective by the Securities and Exchange Commission (the "SEC") on March 3, 2020; the base prospectus filed as part of the Registration Statement, and the prospectus supplement dated March 19, 2020 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


5.1

Opinion of McMillan LLP.

   

10.1

Amending Agreement, dated March 19, 2020, by and between Uranium Energy Corp., H.C. Wainwright & Co., LLC, Haywood Securities (USA) Inc., TD Securities (USA) Inc., Eight Capital, Roth Capital Partners, LLC and Cormark Securities (USA) Limited

 

 

23.1

Consent of McMillan LLP (included in Exhibit 5.1).

_________

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:  March 19, 2020.

By:  /s/ Amir Adnani
        Amir Adnani, President, Chief

         Executive Officer and a director

__________



Our File No.    57562V-272703

March 19, 2020

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 $30,000,000

             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 $30,000,000 to be issued pursuant to that certain At The Market Offering Agreement dated as of April 9, 2019, as amended by that certain amending agreement dated March 19, 2020 (collectively, 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 Corp. and Cormark Securities (USA) Limited (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. 333-236571) (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 March 3, 2020; the base prospectus (the “Base Prospectus”) filed as part of the Registration Statement; and the related prospectus supplement dated March 19, 2020 (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:

McMillan LLP | Royal Centre, 1055 W. Georgia St., Suite 1500, PO Box 11117, Vancouver, BC, Canada V6E 4N7 | t 604.689.9111 | f 604.685.7084
Lawyers | Patent & Trade-mark Agents | Avocats | Agents de brevets et de marques de commerce

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

March 19, 2020

Page 2


             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:

             In addition, we have assumed:

 

March 19, 2020

Page 3


 

             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 March 19, 2020. We also hereby consent to the use of our name under the heading “Interests of Named Experts and Counsel” 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

 

            March 19, 2020

Uranium Energy Corp.

1030 West Georgia Street, Suite 1830

Vancouver, British Columbia, Canada V6E 2Y3

Attention: Amir Adnani, Chief Executive Officer

Dear Mr. Adnani:

 Reference is made to the At The Market Offering Agreement, dated as of April 9, 2019 (the "ATM Agreement"), between Uranium Energy Corp. (the "Company") and H.C. Wainwright & Co., LLC (the "Lead Manager") and the co-managers set forth on the signature pages thereto (each, a "Co-Manager", and collectively with the Lead Manager, the "Managers").  This letter (the "Amendment") constitutes an agreement between the Company and the Managers to amend the ATM Agreement as set forth herein.  Defined terms that are used but not defined herein shall have the meanings ascribed to such terms in the ATM Agreement.

1. The defined term "Agreement" in the ATM Agreement is amended to mean the ATM Agreement as amended by this Amendment.

2.           All references in the ATM Agreement to "Eight Capital Corp." are amended to "Eight Capital."

3. The defined term "Registration Statement" in the ATM Agreement is amended and restated as follows:

""Registration Statement" shall mean, collectively, (i) for the period from April 9, 2019 until the Second Shelf Effective Date (as defined herein), the shelf registration statement (File Number 333-215444) on Form S-3 (the "First Registration Statement") that was initially declared effective on March 10, 2017 and (ii) for the period from the Second Shelf Effective Date and thereafter, a new shelf registration statement (File Number 333-236571) on Form S-3 (the "Second Registration Statement") that was filed prior to the expiration of such First Registration Statement and that was declared effective by the Commission on March 3, 2020 (such date of effectiveness of the Second Registration Statement, the "Second Shelf Effective Date"), including exhibits and financial statements and any prospectus supplement relating to the Shares that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective, shall also mean such registration statement as so amended, and includes any 462(b) Registration Statement."

4. The first sentence of Section 2 of the ATM Agreement is hereby amended and restated as follows:

"The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, from time to time during the term of this Agreement and on the terms set forth herein, up to the Maximum Amount (as defined below), which is equal to the lesser of such number of shares (the "Shares") of the Company's common stock, $0.001 par value per share ("Common Stock"), that (a) equals the number or dollar amount of shares of Common Stock registered on the Registration Statement pursuant to which the offering is being made, (b) equals the number of authorized but unissued shares of Common Stock (less the number of shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company's authorized capital stock), (c) equals the number or dollar amount of Shares authorized by Board, or (d) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form S-3, including, if applicable, General Instruction I.B.6 of Registration Statement on Form S-3 (the lesser of (a), (b), (c) and (d), the "Maximum Amount")."

5. Section 2(b)(iv) of the ATM Agreement is hereby amended and restated as follows:

"The Designated Manager may sell Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 under the Act, including without limitation sales made directly on the Trading Market, on any other existing trading market for the Common Stock or to or through a market maker.  The Designated Manager may also sell Shares in privately negotiated transactions, provided that the Designated Manager receives the Company's prior written approval for any sales in privately negotiated transactions and if so provided in the "Plan of Distribution" section of the Prospectus Supplement or another Prospectus Supplement filed for such negotiated transaction.  For the avoidance doubt, each of the Managers agrees, severally and not jointly, that (i) it shall not offer or sell Shares in Canada, (ii) it will not, to the best of its knowledge, offer or sell Shares to a person that it knows or has reason to believe is in Canada or has been pre-arranged with a buyer in Canada, or to any person who it knows or has reason to believe is acting on behalf of persons in Canada or to any person whom it knows or has reason to believe intends to reoffer, resell or deliver the Shares to any persons in Canada or acting on behalf of persons in Canada, and (ii) no advertisement, solicitation, conduct or negotiation directly or indirectly in furtherance of the sale of Shares contemplated hereunder shall be undertaken in Canada by the Company or the Managers in respect of the offer and sale of Shares contemplated hereunder.  Notwithstanding anything herein to the contrary, Eight Capital will not undertake any sales of the Shares on the Trading Market or any other existing market for the Common Stock in the United States."

6. Section 2(d) of the ATM Agreement is hereby amended by deleting in full the first sentence of Section 2(d).

7. Section 8(c) of the ATM Agreement is hereby amended and restated as follows:

"This Agreement shall remain in full force and effect until the date that this Agreement is terminated pursuant to Sections 8(a) or (b) above or otherwise by mutual agreement of the parties, provided that any such termination by mutual agreement shall in all cases be deemed to provide that Sections 5, 6, 7, 8, 9, 10, 12 and 14 shall remain in full force and effect."

8. The ATM Agreement is hereby amended by inserting as a new Section 17 as follows:

 

2

"17.  Amendments; Waivers.  No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Lead Manager.  No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right."

9. The Company and the Managers hereby agree that the date of this Amendment shall be a Representation Date under the ATM Agreement (provided, however, that the deliverables under Section 6(d) of the ATM Agreement shall not be required on the date of this Amendment) and the Company shall file a Prospectus Supplement with the Commission on the date hereof.

10. In connection with the amendments to the ATM Agreement set forth herein, the Company shall reimburse the Lead Manager for the fees and expenses of Lead Manager's counsel in an amount not to exceed $15,000, which shall be paid on the date hereof.

11. Except as expressly set forth herein, all of the terms and conditions of the ATM Agreement shall continue in full force and effect after the execution of this Amendment and shall not be in any way changed, modified or superseded by the terms set forth herein.

12. This Amendment may be executed in two or more counterparts and by facsimile or ".pdf" signature or otherwise, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement.

[Remainder of page intentionally left blank]

3

In acknowledgment that the foregoing correctly sets forth the understanding reached by the Company and the Managers, please sign in the space provided below, whereupon this Amendment shall constitute a binding amendment to the ATM Agreement as of the date indicated above.

  Very truly yours,
   
  H.C. WAINWRIGHT & CO., LLC
   
   
  By   /s/ Edward Silvera___________
  Name: Edward Silvera
  Title: Chief Operating Officer

 

Accepted and Agreed:

URANIMUM ENERGY CORP.

 

By: _/s/ Amir Adnani__________

Name:  Amir Adnani

Title:    President and CEO

[SIGNATURE PAGE TO UEC AMENDMENT TO ATM AGREEMENT]

[SIGNATURE PAGES CONTINUE]

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TD SECURITIES (USA) LLC

 

By:_/s/ Dorian Cochran________

Name:  Dorian Cochran

Title:    Managing Director, Investment Banking

Address for Notice:

31 West 52nd Street, New York, NY, U.S.A.  10019-6101

Attention:  Dorian Cochran

HAYWOOD SECURITIES (USA) INC.

 

By: /s/ Elaine Anderson 

Name:  Elaine Anderson

Title:    VP & Manager Investment Banking

Address for Notice:

Suite 700, 200 Burrard Street, Vancouver, British Columbia, Canada, V6C 3L6

Attention:  Kevin Campbell, Managing Director

ROTH CAPITAL PARTNERS, LLC

 

By: /s/ Aaron M. Gurewitz

Name:  Aaron M. Gurewitz

Title:    Head of Equity Capital Markets

Address for Notice:

888 San Clemente Drive, Newport Beach, California, 92660

Attention:  Equity Capital Markets

[SIGNATURE PAGE TO UEC AMENDMENT TO ATM AGREEMENT]

5

EIGHT CAPITAL

 

By: /s/ John Sutherland

Name:  John Sutherland

Title:    Principal, Managing Director, Investment Banking

Address for Notice:

Suite 2900, 100 Adelaide Street West, Toronto, Ontario, Canada, M5H 1S3

Attention: 

CORMARK SECURITIES (USA) LIMITED

 

By: /s/ Julie Eisenstat

Name:  Julie Eisenstat

Title:    Managing Director, Chief Compliance Officer

Address for Notice:

200 Bay Street, Suite 2800, Toronto, Ontario, Canada, M5J 2J2

Attention: 

[SIGNATURE PAGE TO UEC AMENDMENT TO ATM AGREEMENT]


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