As filed with the Securities and Exchange Commission on March 15, 2012

Registration No. 333-175329

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

Amendment No. 8 to

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

LI3 ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		1479		20-3061907
(State or other jurisdiction of		(Primary Standard Industrial		(I.R.S. Employer
incorporation or organization)		Classification Code Number)		Identification No.)

 

Av. Pardo y Aliaga 699

Oficina 802

San Isidro, Lima, Peru

(51) 1-212-1880

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

 

		Copy to:
Luis Saenz
Chief Executive Officer		Adam S. Gottbetter, Esq.
Li3 Energy, Inc.		Gottbetter & Partners, LLP
c/o Gottbetter & Partners, LLP		488 Madison Avenue, 12th Floor
488 Madison Avenue, 12th Floor		New York, NY  10022
New York, NY  10022		(212) 400-6900
(212) 400-6900

 

(Name, address, including zip code, and

telephone number, including area code, of agent for service)

 

Approximate date of commencement of proposed sale to the public:   From time to time after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  x

 

 If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

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

 

Large accelerated filer  ¨	Accelerated filer                      ¨
Non-accelerated filer    ¨ (Do not check if a smaller reporting company)	Smaller reporting company    x

 

 CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price Per Unit(2)				Proposed Maximum Aggregate Offering Price				Amount of Registration Fee(3)
Common stock, par value $0.001 per share		83,636,790 shares		$	0.115			$	9,618,231			$	1,116

 

(1)

Consists of  42,797,958 issued and outstanding shares of our common stock plus  40,838,832 shares of our common stock issuable upon the exercise of outstanding warrants.  This registration statement shall also cover any additional shares of our common stock that shall become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of the outstanding shares of our common stock.

 

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices for the registrant’s common stock as reported by the OTC Bulletin Board on March 13, 2012.  The shares offered hereunder may be sold by the selling stockholders from time to time in the open market, through privately negotiated transactions or a combination of these methods, at market prices prevailing at the time of sale or at negotiated prices.

 

(3)

Filing fee of $2,323 was previously paid.

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

EXPLANATORY NOTE

 

This Amendment No. 8 to Registration Statement on Form S-1/A of Li3 Energy, Inc. (the “Company”), is being filed solely to revise Item 16 “Exhibits” and to furnish a corrected consent of the Company’s independent registered public accounting firm and copies of certain material agreements exhibits supplemented with previously omitted schedules or similar attachments.

 

Except as described above, no changes have been made to the Registration Statement.

 

Item 16.  Exhibits.

 

The following exhibits are filed as part of this Registration Statement.

The agreements included as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made at the time of each applicable agreement for the benefit of the parties thereto and:

 

•

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

 

•

were qualified at the time of the applicable agreement by disclosures that were made to the other party in connection with the negotiation of such agreement, which disclosures are not necessarily reflected in the agreement;

 

•

may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

 

•

were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this registration statement not misleading.

 

Exhibit Number		Description
3.1		Articles of Incorporation of Registrant as filed with the Nevada Secretary of State on June 24, 2005 (1)
3.2		Certificate of Amendment to Articles of Incorporation of Registrant as filed with the Nevada Secretary of State on July 11, 2008 (2)
3.3		Certificate of Amendment to Articles of Incorporation of Registrant as filed with the Nevada Secretary of State on October 19, 2009 (4)
3.4		Certificate of Amendment to Articles of Incorporation of Registrant as filed with the Nevada Secretary of State on March 15, 2011 (17)
3.5		Bylaws of the Registrant, as Amended (20)
4.1		Form of Investor A Warrant of the Registrant, issued in connection with a private placement of which several closings were held in November and December of 2009 (5)
4.2		Form of Investor B Warrant of the Registrant, issued in connection with a private placement of which several closings were held in November and December of 2009  (5)
4.3		Form of Warrant of the Registrant, issued in connection with a private placement of which several closings were held in June, July and September of 2010 (10)
4.4		Form of Warrant included in the D Units sold in the Second 2010 Unit Offering (13)
4.5		Form of Warrant included in the E Units sold in the Third 2010 Unit Offering (15)
4.6		Form of Warrant included in the units issued in private placement in April and May, 2011 (16)
4.7		Form of Warrant to be issued pursuant to Securities Purchase Agreement dated as of August 24, 2011, between the Registrant and POSCAN (18)
5.1		Opinion of Erwin & Thompson, LLP (11)

 

 

10.1  †		Registrant’s 2009 Stock Incentive Plan adopted October 19, 2009 (5)
10.2  †		Form of Stock Option Agreement under the Registrant’s 2009 Equity Incentive Plan (5)
10.3		Form of Subscription Agreement between the Registrant and each subscriber in a private placement offering of units (5)
10.12		Registration Rights Agreement, dated as of February 16, 2010, among the Registrant, Next Lithium Corp. and Next Lithium (Nevada) Corp. (7)
10.14  †		Engagement Letter, dated January 7, 2010, between the Registrant and Marin Management Services, LLC (8)
10.18		Form of Subscription Agreement between the Registrant and each subscriber in the private placement of which several closings were held in June, July and September of 2010 (10)
10.19		Form of Registration Rights Agreement between the Registrant and the subscribers in the private placement of which several closings were held in June, July and September of 2010 (9)
10.20		Addendum to Master Option Agreement between Lacus Minerals S.A. and the Registrant, dated as of July 30, 2010 (12)

 

 

10.21	*	Stock Purchase Agreement, dated as of August 3, 2010, among the Registrant, Pacific Road Capital A Pty. Limited, as trustee for Pacific Road Resources Fund A, Pacific Road Capital B Pty. Limited, as trustee for Pacific Road Resources Fund B, and Pacific Road Capital Management G.P. Limited, as General Partner of Pacific Road Resources Fund L.P.
10.22†		Employment Services Agreement, dated as of August 11, 2010, between the Registrant and MIZ Comercializadora, S. de R.L. (12)
10.23†		Form of Restricted Stock Agreement, dated as of August 11, 2010, between the Registrant and MIZ Comercializadora, S. de R.L. (12)
10.24		Letter Agreement between the Registrant and LW Securities, Ltd., dated November 24, 2010 (13)
10.25		Form of Subscription Agreement between the Registrant and each Subscriber in the Second 2010 Unit Offering (13)
10.27	*	Investment Agreement, dated as of December 2, 2010, between the Registrant and Centurion Private Equity, LLC
10.28		Registration Rights Agreement, dated as of December 2, 2010, between the Registrant and Centurion Private Equity, LLC (14)
10.29		Form of Subscription Agreement between the Registrant and each Subscriber in the Third 2010 Unit Offering (15)
10.31 †		Amendment No. 1 to Employment Services Agreement, dated as of December 14, 2010, between the Registrant and MIZ Comercializadora, S. de R.L. (13)
10.32		Settlement Agreement, dated as of December 30, 2010, between the Registrant and Robert James Sedgemore (13)
10.33		Binding Letter of Intent between the Registrant and shareholders of Sociedades Legales Mineras Litio 1 a 6 de la Sierra Hoyada de Maricunga, dated as of February 24, 2011, relating to Registrant’s acquisition of a controlling interest in certain assets (16)
10.34		Form of Securities Purchase Agreement between the Registrant and each subscriber in connection with private placement of units in April and May, 2011 (16)
10.36		Form of Registration Rights Agreement between the Registrant and each subscriber in connection with private placement of units in April and May, 2011 (16)
10.37	*	Amending Agreement, dated as of March 30, 2011, between the Registrant and the Alfredo Sellers, amending the Stock Purchase Agreement between Registrant and the Alfredo Sellers dated as of August 3, 2010
10.38		Credit Agreement, dated as of May 2, 2011, between the Registrant and certain private institutional investors (16)
10.39		Framework Contract of Mining Project Development and Buying and Selling of Shares of Sociedades Legales Mineras Litio 1 a 6 de la Sierra Hoyada de Maricunga dated as of May 20, 2011 (16)
10.40	*	Securities Purchase Agreement dated as of August 24, 2011, between the Registrant and POSCAN
10.41	*	Investor Rights Agreement dated as of August 24, 2011, between the Registrant and POSCAN
10.42		Employment Services Agreement between the registrant and Luis Saenz, effective as of August 24, 2011 (18)
10.43		Amendment and Waiver Agreement with the holders of the Registrant’s zero-coupon bridge notes, dated as of August 25, 2011 (18)
10.44  †		Consulting Services Agreement between the Registrant and R&M Global Advisors, dated November 23, 2011, with respect to Eric Marin’s services as Interim Chief Financial Officer of the Registrant (19)
10.45		Agreement Between R3 Fusion and Li3 Energy, dated as of January 12, 2012 (22)
23.1	*	Consent of  GBH CPAs, PC

 

 

23.2		Consent of Donald H. Hains Principal of Hains Technology Associates (11)
23.3		Consent of Erwin & Thompson, LLP (contained in Exhibit 5.1) (11)
24.1		Power of Attorney for Messrs. Saenz, Aguirre, Campos, Fraser, Kim, McKenzie and Wahl (20)
24.2		Power of Attorney for Mr. Cussen (21)
101.INS	**	XBRL Instance Document (11)
101.SCH	**	XBRL Taxonomy Extension Schema Document (11)
101.CAL	**	XBRL Taxonomy Extension Calculation Linkbase Document (11)
101.DEF	**	XBRL Taxonomy Extension Definition Linkbase Document (11)
101.LAB	**	XBRL Taxonomy Extension Label Linkbase Document (11)
101.PRE	**	XBRL Taxonomy Extension Presentation Linkbase Document (11)

 

(1)

Filed with the Securities and Exchange Commission on August 19, 2005 as an exhibit to the Registrant’s registration statement on Form SB-2 (SEC File No. 333-127703), which exhibit is incorporated herein by reference.

 

(2)

Filed with the Securities and Exchange Commission on July 29, 2008 as an exhibit to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

 

(3)

Filed with the Securities and Exchange Commission on September 25, 2009 as an exhibit to the Registrant’s annual report on Form 10-K, which exhibit is incorporated herein by reference.

 

(4)

Filed with the Securities and Exchange Commission on October 23, 2009 as an exhibit to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

 

(5)

Filed with the Securities and Exchange Commission on November 16, 2009 as an exhibit to the Registrant’s quarterly report on Form 10-Q, which exhibit is incorporated herein by reference.

 

(6)

Filed with the Securities and Exchange Commission on January 25, 2010 as an exhibit to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

 

(7)

Filed with the Securities and Exchange Commission on March 18, 2010 as an exhibit to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

 

(8)

Filed with the Securities and Exchange Commission on May 14, 2010 as an exhibit to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

 

(9)

Filed with the Securities and Exchange Commission on June 15, 2010 as an exhibit to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

 

(10)

Filed with the Securities and Exchange Commission on July 19, 2010 as an exhibit to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

 

(11)

Filed with the Securities and Exchange Commission on March 6, 2012 as an exhibit to Amendment No. 7 to Registration Statement on Form S-1/A, which exhibit is incorporated herein by reference.

 

(12)

Filed with the Securities and Exchange Commission on November 4, 2010, as an exhibit to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

 

(13)

Filed with the Securities and Exchange Commission on February 22, 2011, as an exhibit to the Registrant’s quarterly report on Form 10-Q, which exhibit is incorporated herein by reference.

 

(14)

Filed with the Securities and Exchange Commission on December 8, 2010, as an exhibit to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

 

(15)

Filed with the Securities and Exchange Commission on December 15, 2010, as an exhibit to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

 

(16)

Filed with the Securities and Exchange Commission on May 23, 2011, as an exhibit to the Registrant’s quarterly report on Form 10-Q, which exhibit is incorporated herein by reference.

 

(17)

Filed with the Securities and Exchange Commission on March 21, 2011, as an exhibit to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

 

(18)

Filed with the Securities and Exchange Commission on August 26, 2011 as an exhibit to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

 

(19)

Filed with the Securities and Exchange Commission on November 29, 2011 as an exhibit to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

 

(20)

Filed with the Securities and Exchange Commission on December 2, 2011, included on the signature page to Amendment No. 2 to Registration Statement on Form S-1/A, and incorporated herein by reference.

 

(21)

Filed with the Securities and Exchange Commission on January 6, 2012, included on the signature page to Amendment No. 3 to Registration Statement on Form S-1/A, and incorporated herein by reference.

(22)

Filed with the Securities and Exchange Commission on January 20, 2012 as an exhibit to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

 

*       Filed herewith.

 

**    XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not otherwise subject to liability under these Sections. 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on March 15, 2012.

 

	Li3 Energy, Inc.
	By:	/s/ Luis Saenz
	Name:	Luis Saenz
	Title:	Chief Executive Officer (principal executive officer)

 

	By:	/s/ Eric E. Marin
	Name:	Eric E. Marin
	Title:	Interim Chief Financial Officer (principal accounting and financial officer)

 

 

In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement was signed by the following persons in the capacities and on the dates stated:

 

Signature		Title		Date
/s/ Luis Saenz		Chief Executive Officer (principal executive
Luis Saenz		officer) and Director		March 15, 2012
*
Eduardo G. de Aguirre		Director		March 15, 2012
*
Patricio A. Campos		Director		March 15, 2012
*
Patricio A. Cussen		Director		March 15, 2012
*
Alan S. Fraser		Director		March 15, 2012
*
Hyundae Kim		Director		March 15, 2012
*
Harvey McKenzie		Director		March 15, 2012
*
David G. Wahl		Director		March 15, 2012

  

*By:	/s/ David M. Zlotchew, Attorney-in-fact
	David M. Zlotchew, Attorney-in-fact

 

 

EXHIBIT INDEX

 

Exhibit Number		Description
10.21		Stock Purchase Agreement, dated as of August 3, 2010, among the Registrant, Pacific Road Capital A Pty. Limited, as trustee for Pacific Road Resources Fund A, Pacific Road Capital B Pty. Limited, as trustee for Pacific Road Resources Fund B, and Pacific Road Capital Management G.P. Limited, as General Partner of Pacific Road Resources Fund L.P.
10.27		Investment Agreement, dated as of December 2, 2010, between the Registrant and Centurion Private Equity, LLC
10.37		Amending Agreement, dated as of March 30, 2011, between the Registrant and the Alfredo Sellers, amending the Stock Purchase Agreement between Registrant and the Alfredo Sellers dated as of August 3, 2010
10.40		Securities Purchase Agreement dated as of August 24, 2011, between the Registrant and POSCAN
10.41		Investor Rights Agreement dated as of August 24, 2011, between the Registrant and POSCAN
23.1		Consent of GBH CPAs, PC
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document