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
Date of Report (Date of earliest event reported): October 12, 2021
ATHENA GOLD CORPORATION
(formerly Athena Silver Corporation)
(Exact name of registrant as specified in its charter)
Delaware | 000-51808 | 90-0158978 |
(State of incorporation) | (Commission File Number) | (IRS Employer No.) |
2010 A Harbison Drive # 312, Vacaville, CA 95687
(Address of principal executive offices and Zip Code)
(707) 291-6198
(Registrant's telephone number, including area code)
______________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing 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 |
N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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. ☐
ITEM 7.01 | REGULATION FD DISCLOSURE |
On October 12, 2021 Athena Gold Corporation (OTCQB:AHNR) (“Athena” or the “Company”) issued a press release announcing that it has closed the second tranche of its non-brokered private placement of 3,108,700 units (“Units”) at a price of CAD $0.08 per Unit for gross proceeds of CAD $248,696 (the “Financing”). Each Unit consists of one common share in the capital stock of the Company and one common share purchase warrant (each whole warrant a “Warrant”), with each Warrant entitling the holder thereof to purchase one common share of the Company at a price of CAD $0.15 until May 31, 2024. Following the close of the first tranche on May 31, 2021, this is the second and final tranche of the Financing, which has increased the overall Financing to 9,358,700 Units for gross proceeds of CAD $748,696. A copy of the Press Release is filed herewith as Exhibit 99.1.
The information in this Current Report on Form 8-K furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and they shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. By filing this Current Report on Form 8-K and furnishing this information pursuant to Item 7.01, the Company makes no admission as to the materiality of any information in this Current Report on Form 8-K, including Exhibit 99.1, that is required to be disclosed solely by Regulation FD.
ITEM 9.01: | FINANCIAL STATEMENTS AND EXHIBITS |
Item | Title |
99.1 | Press Release |
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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 thereunto duly authorized.
Athena Gold Corporation | |
Date: October 12, 2021 | By: /s/ John C. Power |
John C. Power, President |
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