UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(Amendment No. 1)
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2013
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission file number: 333-150462
Pershing Gold Corporation
(Exact name of registrant as specified in its charter)
Nevada |
| 26-0657736 |
(State or other jurisdiction of incorporation or |
| (I.R.S. Employer Identification No.) |
|
|
|
1658 Cole Boulevard |
| 80401 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code (877) 705-9357
(Former name, former address and former fiscal year, if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer o | Accelerated filer o |
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|
Non-accelerated filer o | Smaller reporting company x |
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o
Applicable only to corporate issuers:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August 12, 2013, there were 273,292,023 shares of common stock, par value $0.0001, issued and outstanding.
EXPLANATORY NOTE
Pershing Gold Corporation (the “Company”) is filing this Amendment on Form 10-Q/A to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed with the Securities and Exchange Commission on August 14, 2013 (the “Form 10-Q”), for the sole purpose of furnishing the interactive data files marked as Exhibit 101.ins, 101.sch, 101.cal, 101.def, 101.lab and 101.pre and formatted in XBRL.
No other changes have been made to the Company’s Form 10-Q. This Amendment speaks only as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.
PART III
ITEM 6. Exhibits
3.1 |
| Certificate of Designation* |
4.1 |
| Form of Warrant Agreement* |
10.1 |
| Form of Subscription Agreement* |
10.2 |
| Registration Rights Agreement* |
31.1 |
| Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer* |
31.2 |
| Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer* |
32.1 |
| Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
32.2 |
| Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
|
|
|
101.ins |
| XBRL Instance Document** |
101.sch |
| XBRL Taxonomy Schema Document** |
101.cal |
| XBRL Taxonomy Calculation Document** |
101.def |
| XBRL Taxonomy Linkbase Document** |
101.lab |
| XBRL Taxonomy Label Linkbase Document** |
101.pre |
| XBRL Taxonomy Presentation Linkbase Document** |
* Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
** Filed herewith. Pursuant to Rule 405 of Regulation S-T, these interactive data files are furnished and deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Pershing Gold Corporation | |
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| |
Date: August 21, 2013 | By: | /s/ Stephen Alfers |
|
| Stephen Alfers |
|
| President and Chief Executive Officer (Principal Executive Officer) |
|
| |
Date: August 21, 2013 | By: | /s/ Eric Alexander |
|
| Eric Alexander |
|
| Vice President Finance and Controller (Principal Financial Officer) |
