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Piedmont Lithium (PLL) - 2024 Q1 - Quarterly Report

Form 10-Q General Information This section provides essential filing details for Piedmont Lithium Inc.'s Form 10-Q, including company identification and filing status Registrant Information & Filing Details Piedmont Lithium Inc.'s Form 10-Q filing details, covering incorporation, offices, stock listing, and filer status - Piedmont Lithium Inc. is a Delaware-incorporated company with its common stock listed on The Nasdaq Capital Market under the trading symbol PLL34 Filing Status and Shares Outstanding | Indicator | Status/Value | | :-------------------------------- | :----------- | | Filer Status | Large accelerated filer | | Reports Filed (preceding 12 months) | Yes | | Interactive Data File Submitted | Yes | | Shell Company | No | | Common Stock Outstanding (as of May 03, 2024) | 19,369,394 shares | Glossary of Terms and Definitions This section defines key terms and abbreviations used in the report for clarity and consistent understanding Terms and Abbreviations This section defines key terms and abbreviations for consistent understanding of the company's operations, projects, and financial reporting - The glossary defines operational terms, regulatory bodies, and financial reporting standards for comprehensive understanding7 PART I - Financial Information This section presents Piedmont Lithium Inc.'s unaudited consolidated financial statements and management's discussion and analysis Item 1. Financial Statements This section presents Piedmont Lithium Inc.'s unaudited consolidated financial statements for Q1 2024 and 2023, including key statements and detailed accounting notes Consolidated Statements of Operations Piedmont Lithium reported its first revenue and gross profit in Q1 2024, but increased operating expenses and investment losses led to a substantial net loss Consolidated Statements of Operations (Three Months Ended March 31) | Metric (in thousands) | 2024 | 2023 | Change ($) | Change (%) | | :-------------------------------- | :----- | :----- | :--------- | :--------- | | Revenue | $13,401 | $— | $13,401 | * | | Costs of sales | $12,710 | $— | $12,710 | * | | Gross profit | $691 | $— | $691 | * | | Exploration costs | $53 | $757 | $(704) | (93.0%) | | Selling, general and administrative expenses | $9,874 | $8,621 | $1,253 | 14.5% | | Loss from equity method investments | $(5,440) | $(2,742) | $(2,698) | (98.4%) | | Loss from operations | $(14,676) | $(12,120) | $(2,556) | (21.1%) | | Total other (loss) income | $(12,028) | $3,974 | $(16,002) | (402.7%) | | Loss before taxes | $(26,704) | $(8,146) | $(18,558) | (227.8%) | | Income tax (benefit) expense | $(3,093) | $493 | $(3,586) | (727.4%) | | Net loss | $(23,611) | $(8,639) | $(14,972) | 173.3% | | Basic and diluted net loss per weighted-average share | $(1.22) | $(0.47) | $(0.75) | 159.6% | | Basic and diluted weighted-average shares outstanding | 19,326 | 18,524 | 802 | 4.3% | - The significant increase in net loss for Q1 2024 was primarily driven by a $13.9 million loss on the sale of equity method investments, partially offset by a gain on equity securities12 Consolidated Statements of Comprehensive Loss The company reported a comprehensive loss of $23.5 million for Q1 2024, primarily due to net loss, partially offset by foreign currency translation adjustment Consolidated Statements of Comprehensive Loss (Three Months Ended March 31) | Metric (in thousands) | 2024 | 2023 | Change ($) | Change (%) | | :-------------------------------- | :----- | :----- | :--------- | :--------- | | Net loss | $(23,611) | $(8,639) | $(14,972) | 173.3% | | Foreign currency translation adjustment of equity method investments | $87 | $(2,213) | $2,300 | (104.0%) | | Other comprehensive income (loss), net of tax | $87 | $(2,213) | $2,300 | (104.0%) | | Comprehensive loss | $(23,524) | $(10,852) | $(12,672) | 116.8% | Consolidated Balance Sheets Total assets decreased to $335.2 million as of March 31, 2024, driven by reduced equity method investments, while total liabilities also decreased Consolidated Balance Sheets (as of March 31, 2024 vs. December 31, 2023) | Metric (in thousands) | March 31, 2024 | December 31, 2023 | Change ($) | Change (%) | | :-------------------------------- | :------------- | :---------------- | :--------- | :--------- | | Cash and cash equivalents | $71,444 | $71,730 | $(286) | (0.4%) | | Total current assets | $86,050 | $76,154 | $9,896 | 13.0% | | Property, plant and mine development, net | $129,785 | $127,086 | $2,699 | 2.1% | | Equity method investments | $83,469 | $147,662 | $(64,193) | (43.5%) | | Total assets | $335,203 | $381,255 | $(46,052) | (12.1%) | | Total current liabilities | $18,810 | $41,366 | $(22,556) | (54.5%) | | Total liabilities | $24,136 | $48,925 | $(24,789) | (50.7%) | | Total stockholders' equity | $311,067 | $332,330 | $(21,263) | (6.4%) | | Total liabilities and stockholders' equity | $335,203 | $381,255 | $(46,052) | (12.1%) | - The significant decrease in equity method investments is primarily due to the sale of shares in Sayona Mining and Atlantic Lithium during the quarter20585960 Consolidated Statements of Cash Flows Net cash decreased in Q1 2024, with significant cash used in operations offset by cash provided from investing activities, primarily asset sales Consolidated Statements of Cash Flows (Three Months Ended March 31) | Cash Flow Activity (in thousands) | 2024 | 2023 | Change ($) | Change (%) | | :-------------------------------- | :----- | :----- | :--------- | :--------- | | Net cash used in operating activities | $(28,322) | $(9,512) | $(18,810) | 197.7% | | Net cash provided by (used in) investing activities | $28,695 | $(31,478) | $60,173 | (191.2%) | | Net cash (used in) provided by financing activities | $(659) | $70,966 | $(71,625) | (100.9%) | | Net (decrease) increase in cash | $(286) | $29,976 | $(30,262) | (100.9%) | | Cash and cash equivalents at end of period | $71,444 | $129,223 | $(57,779) | (44.7%) | - Investing activities provided $28.7 million in cash in Q1 2024, a significant turnaround from a $31.5 million use in Q1 2023, primarily due to $49.1 million in proceeds from equity method investment sales23154 - Financing activities shifted from providing $71.0 million in Q1 2023 (due to common stock issuance) to using $0.7 million in Q1 202423155 Consolidated Statements of Changes in Equity Total stockholders' equity decreased by $21.3 million in Q1 2024, primarily due to net loss, partially offset by additional paid-in capital Consolidated Statements of Changes in Equity (Three Months Ended March 31, 2024) | Metric (in thousands) | December 31, 2023 | March 31, 2024 | Change ($) | | :-------------------------------- | :---------------- | :------------- | :--------- | | Common Stock | $2 | $2 | $0 | | Additional Paid-In Capital | $462,899 | $465,160 | $2,261 | | Accumulated Deficit | $(126,844) | $(150,455) | $(23,611) | | Accumulated Other Comprehensive Loss | $(3,727) | $(3,640) | $87 | | Total Stockholders' Equity | $332,330 | $311,067 | $(21,263) | - Key changes include a $23.6 million increase in accumulated deficit due to the net loss, and a $2.1 million increase in additional paid-in capital from stock-based compensation25 Notes to the Consolidated Financial Statements These notes provide detailed disclosures on the company's business, accounting policies, revenue, compensation, earnings, taxes, investments, and contingencies Note 1. Description of Company Piedmont Lithium Inc. is a U.S.-based, development-stage, multi-asset integrated lithium business focused on North American EV and battery supply chains - Piedmont Lithium is a development-stage company aiming to supply lithium hydroxide to the North American EV and battery supply chains26 - The company's project portfolio includes Carolina Lithium, Tennessee Lithium, and strategic investments in NAL (Quebec), Ewoyaa (Ghana), and Killick Lithium (Newfoundland)27 - As of March 31, 2024, the company had an accumulated deficit of $150.5 million but believes its $71.4 million cash on hand is sufficient for at least one year of operations3234 Note 2. Revenue The company commenced spodumene concentrate sales in H2 2023, recognizing $13.4 million in revenue for Q1 2024, including provisional adjustments Revenue Breakdown (Three Months Ended March 31, 2024) | (in thousands) | 2024 | | :-------------------------- | :----- | | Spodumene concentrate sales | $13,070 | | Provisional revenue adjustments | $331 | | Revenue | $13,401 | - No revenue was recorded for the three months ended March 31, 2023, as sales began in August 202339 Note 3. Stock-Based Compensation Stock-based compensation expense, net of forfeitures, increased to $2.1 million for Q1 2024, primarily recognized in selling, general and administrative expenses Stock-Based Compensation Expense (Three Months Ended March 31) | (in thousands) | 2024 | 2023 | | :-------------------------------- | :----- | :----- | | Stock-based compensation, net of forfeitures | $2,106 | $1,166 | | - Exploration costs | $5 | $20 | | - Selling, general and administrative expenses | $2,062 | $1,105 | | - Capitalized stock-based compensation | $39 | $41 | - As of March 31, 2024, $11.7 million of unvested stock-based compensation expense remains to be recognized through December 31, 202641 Share-Based Awards Activity (in thousands) | Award Type | Share Balance Jan 1, 2024 | Granted | Exercised/Vested/Surrendered | Forfeited/Expired | Share Balance Mar 31, 2024 | | :---------------- | :------------------------ | :------ | :--------------------------- | :---------------- | :------------------------- | | Stock Option Awards | 295 | 155 | — | — | 450 | | Restricted Stock Units | 80 | 200 | (35) | (2) | 243 | | Performance Rights Awards | 86 | 123 | (32) | — | 177 | Note 4. Earnings Per Share Basic and diluted net loss per share increased to $(1.22) for Q1 2024, as potentially dilutive shares were anti-dilutive due to the net loss Basic and Diluted Net Loss Per Share (Three Months Ended March 31) | (in thousands, except per share amounts) | 2024 | 2023 | | :--------------------------------------- | :----- | :----- | | Net loss | $(23,611) | $(8,639) | | Weighted-average number of common shares | 19,326 | 18,524 | | Basic and diluted net loss per share | $(1.22) | $(0.47) | - Potentially dilutive shares, totaling 870,000 in Q1 2024, were excluded from diluted EPS calculation as their effect would have been anti-dilutive53 Note 5. Income Taxes The company recorded a $3.1 million income tax benefit for Q1 2024, primarily due to a non-recurring tax benefit from the sale of Sayona Mining shares Income Tax (Benefit) Expense and Effective Tax Rate (Three Months Ended March 31) | Metric | 2024 | 2023 | | :-------------------------- | :----- | :----- | | Income tax (benefit) expense | $(3,093) | $493 | | Loss before taxes | $(26,704) | $(8,146) | | Effective tax rate | 11.6% | (6.1%) | - The effective tax rate differs from the U.S. federal statutory rate due to a valuation allowance against U.S. deferred tax assets and foreign jurisdiction income/loss55 - The sale of Sayona Mining shares resulted in a $17.2 million book loss but a $22.0 million taxable gain, leading to a $3.2 million tax payable and a deferred tax benefit reversal of $6.0 million56 Note 6. Equity Method Investments Equity method investments decreased significantly to $83.5 million due to the sale of Sayona Mining and partial Atlantic Lithium holdings Equity Method Investments Carrying Amounts (in thousands) | Investment | Balance Dec 31, 2023 | Balance Mar 31, 2024 | Change ($) | | :---------------- | :------------------- | :------------------- | :--------- | | Sayona Mining | $59,494 | $— | $(59,494) | | Sayona Quebec | $76,552 | $81,792 | $5,240 | | Atlantic Lithium | $9,825 | $— | $(9,825) | | Vinland Lithium | $1,791 | $1,677 | $(114) | | Total | $147,662 | $83,469 | $(64,193) | - Piedmont sold its entire holding in Sayona Mining for $41.4 million net proceeds, resulting in a $17.2 million reportable loss but no impact on joint venture or offtake rights59 - Piedmont sold a portion of its Atlantic Lithium shares for $7.7 million net proceeds, now accounting for its remaining 5% interest as marketable securities with no impact on earn-in or offtake rights60 - Sayona Quebec, 25% owned by Piedmont, produced approximately 40,400 dmt of spodumene concentrate in Q1 2024, with Piedmont purchasing 15,500 dmt at $865 per dmt6467 Note 7. Advances to Affiliates Advances to affiliates increased to $33.9 million as of March 31, 2024, primarily driven by investments in the Ewoyaa and Killick Lithium projects Advances to Affiliates (in thousands) | Affiliate | March 31, 2024 | December 31, 2023 | | :---------------- | :------------- | :---------------- | | Ewoyaa | $31,331 | $26,378 | | Killick Lithium | $2,539 | $1,811 | | Total | $33,870 | $28,189 | - Piedmont has an earn-in agreement to acquire up to a 50% equity interest in Atlantic Lithium Ghana (Ewoyaa project) and up to a 62.5% equity interest in Killick Lithium727374 Note 8. Other Assets and Liabilities Other current assets increased to $10.4 million due to reclassified marketable securities, while other current liabilities decreased to $9.2 million Other Current Assets (in thousands) | Asset | March 31, 2024 | December 31, 2023 | | :-------------------------- | :------------- | :---------------- | | Marketable securities | $7,627 | $— | | Prepaid and other current assets | $2,501 | $3,345 | | Equity securities | $231 | $484 | | Total other current assets | $10,359 | $3,829 | Other Current Liabilities (in thousands) | Liability | March 31, 2024 | December 31, 2023 | | :-------------------------------- | :------------- | :---------------- | | Accrued provisional revenue adjustment | $8,871 | $29,151 | | Operating lease liabilities | $323 | $312 | | Total other current liabilities | $9,194 | $29,463 | - The $7.6 million in marketable securities represents common shares in Atlantic Lithium, now accounted for at fair value based on ASX closing prices75 - The decrease in accrued provisional revenue adjustment reflects the resolution of estimated sales prices for spodumene concentrate78 Note 9. Equity The company issued 52,701 common shares in February 2024 for Killick Lithium funding, with a $500 million shelf registration expiring in September 2024 - In February 2024, 52,701 common shares were issued at $14.17 per share as an advance for Killick Lithium funding80 - A shelf registration statement with $500 million available for securities issuance is set to expire on September 24, 202482 Note 10. Segment Reporting Piedmont Lithium operates as a single reportable operating segment, with management assessing performance and allocating resources at the consolidated level - The company has a single reportable operating segment, with key resource decisions and performance assessments made at the consolidated level by a common management team83 Note 11. Fair Value of Financial Instruments The company's material financial instruments are measured at fair value using a three-level hierarchy, with most marketable securities classified as Level 1 - Investments in marketable and equity securities totaled $7.9 million as of March 31, 2024, with $7.6 million related to Atlantic Lithium shares (Level 1 inputs)92 - Cash and cash equivalents, trade and other payables, and long-term debt approximate fair value due to their short-term nature or carrying value, primarily using Level 1 inputs92 Note 12. Commitments and Contingencies The company dismissed a securities class action lawsuit in Q1 2024 but is cooperating with an SEC investigative subpoena regarding non-U.S. mining investments - The U.S. District Court granted Piedmont's motion to dismiss a securities class action lawsuit in January 2024, leading to the dismissal of related derivative actions in March 20248996 - The SEC issued an investigative subpoena in February 2024, requesting documents concerning the company's non-U.S. mining investments and operations, with Piedmont cooperating fully97 - An asset retirement obligation of $0.4 million was recognized in 2023 for a disposal facility acquired for the Tennessee Lithium project98 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses Piedmont Lithium's financial condition and results for Q1 2024, highlighting strategic positioning, project developments, performance, and liquidity Executive Overview & Strategy Piedmont Lithium aims to be a leading North American lithium hydroxide producer, leveraging a diversified project portfolio to meet EV and battery demand - Piedmont Lithium is positioned to become a critical contributor to the U.S. electric vehicle and battery manufacturing supply chains, benefiting from federal policies and funding102103 - The company's portfolio includes Carolina Lithium, Tennessee Lithium, and strategic investments in Sayona Quebec's NAL (Canada) and Atlantic Lithium's Ewoyaa (Ghana)104 - Piedmont plans to produce an estimated 60,000 metric tons per year of domestic lithium hydroxide, supported by approximately 525,000 metric tons of spodumene concentrate annually105 Piedmont Lithium Projects & Strategic Investments Piedmont Lithium advances its global lithium projects and strategic investments, strengthening its financial position through operational improvements and asset monetization - In Q1 2024, Piedmont sold its entire stake in Sayona Mining for $41.4 million and a portion of Atlantic Lithium shares for $7.8 million, retaining offtake rights and joint venture agreements109 - A cost-savings plan initiated in February 2024 targets $10 million in annual operating expense reductions and defers 2024 capital spending, including a 28% workforce reduction109 Quebec (Sayona Quebec / NAL) Piedmont holds a 25% equity interest in Sayona Quebec; NAL achieved record production of 40,400 dmt in Q1 2024, with Piedmont purchasing 15,500 dmt - NAL achieved record production of approximately 40,400 dmt of spodumene concentrate in Q1 2024, with recoveries reaching a record 69%109116 - Piedmont sold approximately 15,500 dmt of spodumene concentrate from NAL, recognizing $13.4 million in revenue with a realized sales price of $865 per dmt110 - Capital improvement projects at NAL, including a new crushed ore storage dome, are expected to increase production and reduce unit costs, with commissioning anticipated in May 2024116 Ghana (Atlantic Lithium / Ewoyaa) Piedmont maintains a 5% equity interest in Atlantic Lithium and rights to acquire a 50% interest in Atlantic Lithium Ghana, including the Ewoyaa project - Piedmont holds an offtake agreement for 50% of annual spodumene concentrate production from Ewoyaa at market prices on a life-of-mine basis111 - Ghana's MIIF commenced a $5 million investment in Atlantic Lithium, expected to reduce Piedmont's funding requirements for Ewoyaa117 Carolina Lithium The Carolina Lithium project received its finalized state mining permit in May 2024, enabling accelerated funding discussions and local permitting efforts - Carolina Lithium is designed to produce 30,000 metric tons per year of lithium hydroxide from a single integrated site112104 - The project received its finalized state mining permit in May 2024, following the posting of a $1 million reclamation bond114 - Receipt of the mining permit enables accelerated discussions with funding parties, including government loan agencies and strategic partners, to finalize a strong funding plan115 Tennessee Lithium Tennessee Lithium holds all material permits for construction, with the company re-evaluating its development timeline and negotiating a site option renewal - Tennessee Lithium is expected to add 30,000 metric tons per year of lithium hydroxide production capacity to the U.S. supply chain and holds all material permits for construction119120 - The company is evaluating the project's timeline given the recent Carolina Lithium permit and is negotiating for the planned project site option125 Killick Lithium Piedmont holds approximately a 20% equity interest in Vinland Lithium, with an earn-in agreement to acquire up to a 62.5% interest in Killick Lithium - Piedmont has invested $2.5 million in Vinland Lithium, which owns the Killick Lithium exploration property121 - An earn-in agreement allows Piedmont to acquire up to a 62.5% equity interest in Killick Lithium through staged investments, potentially paid in company stock122 - Piedmont holds 100% marketing rights and a right of first refusal to purchase all lithium products from Killick Lithium on a life-of-mine basis122 Critical Accounting Policies and Estimates The company's financial statements adhere to U.S. GAAP, with no changes in significant accounting policies reported for Q1 2024 - No changes in significant accounting policies were reported for the three months ended March 31, 2024, from those disclosed in the Annual Report for the year ended December 31, 2023124 Components of our Results of Operations This section outlines how Piedmont Lithium recognizes and categorizes its financial results, including revenue, exploration costs, SG&A, and investment losses - Revenue is recognized at the point of product transfer, with initial pricing subject to final adjustments based on market conditions and quality measurements126 - Exploration costs are expensed as incurred before proven and probable mineral reserves are declared, while development costs are capitalized thereafter127 - Loss from equity method investments reflects the proportionate share of net income/loss from strategic investments, adjusted on a one-quarter lag129 - Other income includes interest income/expense, foreign currency exchange gains/losses, and gains/losses on the sale of equity method investments130 Results of Operations (Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023) Piedmont Lithium reported its first revenue and gross profit in Q1 2024, but a significant net loss of $23.6 million was driven by higher expenses and investment losses Key Financial Performance Indicators (Three Months Ended March 31) | Metric (in thousands) | 2024 | 2023 | Change ($) | Change (%) | | :-------------------------------- | :----- | :----- | :--------- | :--------- | | Revenue | $13,401 | $— | $13,401 | * | | Gross profit | $691 | $— | $691 | * | | Gross profit margin | 5.2% | —% | — | — | | Exploration costs | $53 | $757 | $(704) | (93.0%) | | Selling, general and administrative expenses | $9,874 | $8,621 | $1,253 | 14.5% | | Loss from equity method investments | $(5,440) | $(2,742) | $(2,698) | (98.4%) | | Other (loss) income | $(12,028) | $3,974 | $(16,002) | (402.7%) | | Net loss | $(23,611) | $(8,639) | $(14,972) | 173.3% | - Revenue of $13.4 million in Q1 2024 was generated from the sale of approximately 15,500 dmt of spodumene concentrate at a realized price of $865 per dmt132 - Selling, general and administrative expenses increased by 14.5% to $9.9 million, primarily due to $1.8 million in severance costs from a 28% workforce reduction135 - Other loss increased significantly to $12.0 million from a $4.0 million income, mainly due to a $14.1 million loss on the sale of Sayona Mining and Atlantic Lithium equity interests139 Liquidity and Capital Resources Piedmont Lithium's cash remained stable at $71.4 million; the company implemented cost savings and monetized assets to fund expenditures and investments Overview Cash and cash equivalents were $71.4 million as of March 31, 2024, with primary uses for concentrate payments, equity investments, and capital expenditures - Cash and cash equivalents were $71.4 million as of March 31, 2024, with a shelf registration statement of $500 million available until September 24, 2024141 - Primary cash uses in Q1 2024 included $11.1 million for spodumene concentrate settlement payments, $10.0 million for Sayona Quebec, $5.0 million for Atlantic Lithium (Ewoyaa), and $3.3 million for Tennessee Lithium capital expenditures142 - A cost savings plan initiated in Q1 2024 aims to reduce operating spend by $10 million annually, defer capital spending, and limit affiliate investments, including a 27% workforce reduction143 - The company monetized non-core assets, raising $49.1 million from the sale of Sayona Mining and Atlantic Lithium common stock holdings144 Liquidity Outlook Piedmont Lithium expects current cash to be sufficient for 12 months, with planned 2024 capital expenditures of $10-14 million and affiliate investments of $32-38 million - Planned 2024 expenditures include $10.0-$14.0 million for capital expenditures (Carolina Lithium, Tennessee Lithium) and $32-$38 million for investments in and advances to affiliates (Sayona Quebec, Atlantic Lithium)146 - Construction for Carolina Lithium and Tennessee Lithium is not planned until project financing, potentially including ATVM loans and strategic partnerships, is finalized148 - Land acquisition contracts in North Carolina total $21.2 million, with $5.6 million expected to be funded in 2024, while agreements to acquire land in Tennessee were terminated149 Cash Flows Operating activities used $28.3 million in Q1 2024, investing activities provided $28.7 million, and financing activities used $0.7 million Condensed Cash Flow Schedule (Three Months Ended March 31) | (in thousands) | 2024 | 2023 | | :-------------------------------- | :----- | :----- | | Net cash used in operating activities | $(28,322) | $(9,512) | | Net cash provided by (used in) investing activities | $28,695 | $(31,478) | | Net cash (used in) provided by financing activities | $(659) | $70,966 | | Net (decrease) increase in cash | $(286) | $29,976 | - The $18.8 million increase in cash used in operating activities was mainly due to a $17.0 million increase in working capital spend related to spodumene concentrate sales settlement payments153 - Investing activities provided $28.7 million, a $60.2 million increase, primarily from $49.1 million in net proceeds from the sale of Sayona Mining and Atlantic Lithium equity interests154 - Financing activities used $0.7 million, a $71.6 million decrease, largely due to the absence of $71.1 million net cash proceeds from common stock issuances received in Q1 2023155 Item 3. Quantitative and Qualitative Disclosures About Market Risk No material changes in the company's market risk factors were reported compared to its Annual Report for the year ended December 31, 2023 - No material changes in market risk factors were identified compared to the previous Annual Report156 Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were effective as of March 31, 2024, with no material changes in internal control over financial reporting - Disclosure controls and procedures were deemed effective as of March 31, 2024157 - No changes in internal control over financial reporting materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting during the quarter158 PART II - Other Information This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, and exhibits Item 1. Legal Proceedings Information regarding legal proceedings is incorporated by reference from Note 12—Commitments and Contingencies of the unaudited consolidated financial statements - Legal proceedings information is detailed in Note 12 of the financial statements160 Item 1A. Risk Factors No material changes in the company's risk factors were reported compared to its Annual Report for the year ended December 31, 2023 - No material changes in risk factors were reported compared to the previous Annual Report161 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company reported no unregistered sales of equity securities or use of proceeds during the period - No unregistered sales of equity securities or use of proceeds occurred162 Item 3. Defaults Upon Senior Securities The company reported no defaults upon senior securities during the period - No defaults upon senior securities were reported163 Item 4. Mine Safety Disclosures Mine safety disclosures are not applicable as the company does not currently operate any mines subject to the U.S. Federal Mine Safety and Health Act of 1977 - Mine safety disclosures are not applicable as the company does not operate mines subject to the U.S. Federal Mine Safety and Health Act of 1977164 Item 5. Other Information No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended March 31, 2024 - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers165 Item 6. Exhibits This section lists all exhibits filed as part of the Form 10-Q, including corporate governance documents, certifications, and XBRL-related files - Exhibits include the Amended and Restated Certificate of Incorporation and Bylaws, Section 302 and 906 certifications, and various XBRL taxonomy documents167 Signatures The report is duly signed on behalf of Piedmont Lithium Inc. by Michael White, Executive Vice President and Chief Financial Officer, on May 9, 2024 - The report was signed by Michael White, Executive Vice President and Chief Financial Officer, on May 9, 2024170