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): July 2, 2014
Pershing Gold Corporation
(exact name of registrant as specified in its charter)
Nevada | | 333-150462 | | 26-0657736 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1658 Cole Boulevard Building 6 — Suite 210 Lakewood, Colorado | | 80401 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (720) 974-7248
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
Subscription Agreements, Unit Purchase Agreement, Warrants and Registration Rights Agreement
On July 2, 2014, Pershing Gold Corporation (the “Company”) issued 26,578,854 Units, with each Unit comprised of one share of Common Stock (the “Unit Shares”) and a 30 month warrant (the “Warrant”) to purchase 0.4 of a share of Common Stock (the “Warrant Shares”) at an exercise price of $0.45, for a total of 26,578,854 shares of Common Stock and Warrants to acquire an additional 10,631,522 shares of Common Stock, all pursuant to subscription agreements (each, a “Subscription Agreement”) and a unit purchase agreement (the “Unit Purchase Agreement”) entered into with several accredited investors. The gross proceeds totaled approximately $9.0 million.
The Units were subscribed to pursuant to Subscription Agreements entered into on July 2, 2014 between the Company and certain accredited investors. The Subscription Agreements contain customary terms and conditions including, among other things, terms of the subscription, representations and warranties by the Company and each investor, and indemnification. The Units were sold pursuant to the Unit Purchase Agreement dated July 2, 2014 between the Company and the accredited investors. The Unit Purchase Agreement contains customary terms and conditions including, among other things, representations and warranties by the Company and each investor, closing deliveries, and indemnification.
The Warrants sold as part of the Units are exercisable immediately at an exercise price of $0.45 per share of Common Stock, subject to adjustment in the event of stock dividends, recapitalizations or certain other transactions. The Warrants will expire on January 2, 2017.
In connection with the private placement, the Company and the investors entered into a registration rights agreement dated July 2, 2014 (the “Registration Rights Agreement”) which requires the Company, at any time after August 15, 2014, to file a registration statement under the Securities Act of 1933, as amended, to register the resale of the Common Stock issued as part of the Units and the Common Stock issuable upon the exercise of the Warrants. The Registration Rights Agreement also contains piggyback registration rights requiring the Company to include such holders’ shares of Common Stock in future registration statements that may be filed by the Company.
The foregoing summary of the terms of the Subscription Agreement, the Unit Purchase Agreement, and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Subscription Agreement, the Unit Purchase Agreement, and the Registration Rights Agreement, which will be filed with the Company’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2014.
Item 3.02 Unregistered Sales of Equity Securities
The information provided in Item 1.01 is incorporated herein by reference.
In connection with the private placement, the Company issued 26,578,854 shares of Common Stock and Warrants to acquire an aggregate of 10,631,522 shares of Common Stock, for aggregate gross proceeds of approximately $9.0 million and net proceeds of approximately $8.2 million after commissions. Certain FINRA broker-dealers acted on behalf of the Company and will be paid aggregate cash commissions of approximately $820,000 and will be issued 30 month warrants to purchase an aggregate of 1,884,139 shares of Common Stock at an exercise price of $0.34.
The Company relied on the exemption from registration under Section 4(2) of the Securities Act or Rule 506 of Regulation D, or Regulation S, for purposes of the private placement.
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