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): April 21, 2015
Pershing Gold Corporation
(exact name of registrant as specified in its charter)
| Nevada | | 000-54710 | | 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, Registration Rights Agreement, and Warrants
On April 21, 2015, Pershing Gold Corporation (the “Company”) issued 5,584,056 Units, with each Unit comprised of one share of the Company’s common stock, par value $0.0001 per share (“Common Stock”) and a 24 month warrant (the “Warrants”) to purchase 0.4 of a share of Common Stock (the “Warrant Shares”) at an exercise price of $0.44, for a total of 5,584,056 shares of Common Stock and Warrants to acquire an additional 2,233,610 shares of Common Stock. The gross proceeds for this issuance totaled approximately $1.8 million. These Units were issued in the same private placement as the Units issued by the Company on April 10, 2015 as disclosed in its Current Report on Form 8-K filed on April 13, 2015, which was conducted pursuant to the Placement Agency Agreement with a FINRA broker dealer entered into on April 10, 2015 and described in the referenced April 13, 2015 8-K filing.
The Units were issued pursuant to subscription agreements (each, a “Subscription Agreement”) entered into on April 21, 2015 between the Company and certain accredited investors. The Subscription Agreements contain customary terms and conditions including, among other things, terms of the subscription and investor representations and warranties. The Warrants sold as part of the Units are exercisable immediately at an exercise price of $0.44 per share of Common Stock, subject to adjustment in the event of stock dividends, recapitalizations or certain other transactions. The Warrants will expire on April 21, 2017.
In connection with the private placement, the Company and the investors entered into a registration rights agreement dated April 21, 2015 (the “Registration Rights Agreement”) which requires the Company, on or before June 4, 2015 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 under certain circumstances in future registration statements that may be filed by the Company.
The foregoing summary of the terms of the Subscription Agreement, the Registration Rights Agreement and the Warrants does not purport to be complete and is qualified in its entirety by reference to the text of the Subscription Agreement, the Registration Rights Agreement and the Warrants, which the Company plans to file with its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.
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 5,584,056 shares of Common Stock and Warrants to acquire an aggregate of 2,233,610 shares of Common Stock, for aggregate gross proceeds of approximately $1.8 million and net proceeds of approximately $1.7 million after commissions. Certain FINRA broker-dealers that acted on behalf of the Company were paid aggregate cash commissions of approximately $145,000 and were issued 30 month warrants to purchase an aggregate of 558,405 shares of Common Stock at an exercise price of $0.325. These cash commissions and 30 month warrants are in addition to the cash commissions paid and the 30 month warrants issued by the Company in connection with the April 10, 2015 issuance as disclosed in its Current Report on Form 8-K filed on April 13, 2015.
The Company relied on the exemption from registration under Section 4(2) of the Securities Act, Rule 506 of Regulation D, or Regulation S, for purposes of the private placement.
SIGNATURE
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 hereunto duly authorized.
Date: April 24, 2015
| | PERSHING GOLD CORPORATION |
| | |
| | | |
| | By: | /s/Eric Alexander |
| | | Eric Alexander |
| | | Vice President Finance and Controller |
