LITHIUM AMERICAS CORP.
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 13, 2025
LAC$1.93+4.9%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0000950170-25-108408
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001193125-25-278738
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 12 previous paragraphs and 18 current paragraphs.
7 unchanged; 2 reworded; 9 added; 3 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
The Company’s ability to continue to draw on the DOE Loan is contingent on meeting specific conditions and covenants, and failure to do so could lead to loan termination or other significant adverse effects
Current report
On October 7, 2025, the Company entered into an omnibus waiver, consent and amendment (“OWCA”), by and among Lithium Nevada LLC (the “Borrower”), 1339480 B.C. Ltd. (the “B.C. Corp”), LAC US Corp. (the “LAC JV Member”), Lithium Nevada Venture (the “LAC-GM Joint Venture”), Lithium Nevada Projects LLC (the “Direct Parent”), Citibank, N.A. (the “Collateral Agent”) and the DOE, which became effective October 10, 2025. The OWCA provides for specified waivers, consents and amendments among the parties and, upon effectiveness, resulted in the satisfaction of all conditions to the first advance request under the DOE Loan being satisfied. On October 15, 2025, the Company delivered the first advance certificate and received an advance of $435 million under the DOE Loan on October 20, 2025.
Current report
One of the amendments of the OWCA requires that within 60 days of execution of the OWCA, the Company will issue to the DOE the LAC Warrants and the JV Warrants. The LAC Warrants, the JV Warrants and the agreements associated therewith remain subject to the satisfaction of customary conditions, including negotiation of definitive documents and finalization of corporate approvals, the uncertainty of which could lead to financial, accounting and tax impacts on the Company, which could be material.
Current report
The Company’s ability to continue to draw down on the DOE Loan and to utilize such funds towards the construction and development of Phase 1 of Thacker Pass is dependent on the satisfaction of the set of conditions set out in the DOE Loan documents customary for financings of a similar nature by the U.S. Government or other public lending institutions. There can be no assurance as to the satisfaction of these conditions.
Current report
The DOE Loan agreement also includes representations, warranties and covenants of the Company customary for financings of a similar nature by the U.S. Government or other public lending institutions, including relating to repayment obligations. The failure of the Company to comply with or satisfy any or all of the conditions and requirements or to remain in compliance with the covenant regime under the DOE Loan could result in a reduction of the size of the DOE Loan made available to the Company and/or an event of default under the DOE Loan, which could result in the termination of the DOE Loan and/or cause any amounts outstanding under the DOE Loan to become immediately due and payable, any of which would have a material adverse effect on the Company’s business, financial condition, results of operations and prospects.
Current report
The terms of the DOE Loan agreement also contain a number of significant restrictions and covenants that limit the Company’s ability under the DOE Loan agreement to, among other things: operate business outside of the ordinary course and enter into certain material contracts relating to the Thacker Pass Project without the prior consent of the DOE; incur liens and indebtedness or provide guarantees in respect of obligations of any other person; make loans and other investments and certain capital expenditures; issue equity securities for the Company’s subsidiaries; engage in mergers, consolidations and asset dispositions; and engage in affiliate transactions.
Current report
If the Company were to default on the aforementioned restrictive covenants for any reason, its business, financial condition, results of operations and prospects could be materially and adversely affected. In addition, complying with these covenants may also cause the Company to take actions that are not favorable to securityholders and may make it more difficult to successfully execute the Company’s business strategy and compete against companies who are not subject to such restrictions.
Current report
Future sales of the Company’s common shares, or the perception that such sales may occur, may depress the Company’s stock price.
Current report
The Company or its shareholders may sell common shares in the future. A substantial number of the Company’s common shares are reserved for issuance upon conversion of notes evidencing the Company’s current indebtedness, upon conversion of warrants and upon vesting of restricted share units. If the Company or its shareholders sell substantial amounts of the Company’s common shares (including shares issued upon the conversion of notes or vesting of restricted share units or other convertible securities) in the public market, or if the market perceives that such sales may occur, the market price of the Company’s common shares could fall and it may become more difficult for the Company to sell equity or equity-related securities in the future at a time and price that it deems appropriate. For example, pursuant to the obligations set forth in the Registration Rights Agreement, dated April 1, 2025, by and among the Company and each of the holders set forth on the signature pages thereto, the Company has registered for resale by Orion up to 43,707,080 common shares. Additionally, the Company has committed to issue certain warrants to the DOE, which will be convertible pursuant to their terms into common shares in an amount that may equal up to approximately 13% of the Company’s issued and outstanding common shares. Sales of these common shares (or convertible securities) or of other common shares held by existing shareholders could cause the market price of the Company’s common shares to decline. The Company cannot predict the size of future issuances or sales of the Company’s common shares or the effect, if any, that future issuances and sales of the Company’s common shares will have on the market price of the Company’s common shares.
Removed paragraphs (3)
Previous report
Our growth will require us to hire and retain skilled construction and mining personnel; increased competition for such personnel from other projects could impact our business, financial condition and results of operations.
Previous report
We rely on a skilled, unionized workforce for construction. We compete with other construction projects and mining companies in the recruitment and retention of qualified managerial employees and skilled unionized labor. Competition for such personnel is both regional and national. New construction and mining projects, particularly such projects in the regions in which we operate, could increase competition for such personnel resulting in increased labor shortages or labor costs. If we are unable to successfully compete for qualified personnel, our construction or operations timelines may be materially delayed or suspended.
Previous report
Most of the factors affecting labor costs and availability are beyond our control and we may not be able to offset any increased labor costs should they occur. Increases in construction and related costs due to inflationary pressure on wages or increases in union-agreed wages or shortages of qualified personnel in any of the geographic areas in which we operate could have a material and adverse effect on our business, financial condition and results of operations.
Reworded paragraphs (2)
Previous wording
Except as set forth below, there have been no material changes to the risk factors disclosed in Part I. Item 1A. Risk Factorsof the Company's annual report on Form 10-K for the year ended December 31, 2024 and Form 10-Q for the three months ended March 31, 2025.
Current wording
Except as set forth below, there have been no material changes to the risk factors disclosed in Part I. Item 1A. Risk Factorsof the Company's annual report on Form 10-K for the year ended December 31, 2024 and the Form 10-Q’s for the three months ended March 31, 2025 and June 30, 2025.
Previous wording
The Company's business and results of operations may be adversely affected by uncertainty and changes in U.S. trade policies, including tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments. For example, on June 3, 2025, the U.S. government increased the 25% tariff on steel and aluminum imports announced on March 12, 2025, to 50%. On April 2, 2025, the U.S. government announced a 10% tariff on product imports from almost all foreign countries and an additional individualized reciprocal tariff on the countries with which the U.S. has the largest trade deficits, including China and other southeast Asian countries where the Company does business and sources equipment. Several tariff announcements have been followed by announcements of limited exemptions and temporary pauses. These actions are unprecedented, have caused substantial uncertainty and volatility in financial markets. It remains unclear to what extent, upon which countries, and upon which terms, tariffs may be levied.
Current wording
The Company's business and results of operations may be adversely affected by uncertainty and changes in U.S. trade policies, including tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments. For example, on June 3, 2025, the U.S. government increased the 25% tariff on steel and aluminum imports announced on March 12, 2025, to 50%. On April 2, 2025, the U.S. government announced a 10% tariff on product imports from almost all foreign countries and an additional individualized reciprocal tariff on the countries with which the U.S. has the largest trade deficits, including China and other southeast Asian countries where the Company does business and sources equipment. In August 2025, the U.S. government imposed a 50% tariff on semi-finished copper products and copper-intensive derivative goods from all countries, raised tariffs on all non-USMCA qualified imports from Canada from 25% to 35% and added an additional 25% duty on goods of Indian origin on top of the prevailing 25% reciprocal tariff rate (with some exceptions). Several tariff announcements have been followed by announcements of limited exemptions and temporary pauses. These actions are unprecedented and have caused substantial uncertainty and volatility in financial markets. It remains unclear to what extent, upon which countries, and upon which terms, tariffs may be levied.