UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 2
(Mark One)
x QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2011
o TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE EXCHANGE ACT
For the transition period from __________ to __________
COMMISSION FILE NUMBER: 333-150462
Sagebrush Gold Ltd.
(Name of Registrant as specified in its charter)
| Nevada | 26-0657736 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation of organization) | Identification No.) |
1640 TERRACE WAY, WALNUT CREEK CA 94597
(Address of principal executive office)
(877) 705-9357
(Registrant’s telephone number)
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 Noo
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). Yes x Noo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer (Do not check if smaller reporting company) | o | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yeso Nox
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. 129,805,250 shares of common stock are issued and outstanding as of November 14, 2011.
EXPLANATORY NOTE
This quarterly report on Form 10-Q/A is being filed as Amendment No. 2 to our Quarterly Report on Form 10-Q (the “Second Amendment”) which was originally filed on November 14, 2011 the (the “Original Report”) and amended on March 29, 2012 (the “First Amendment”). The purpose of this Second Amendment is to furnish the Interactive Data File exhibits required by Item 601(b)(101) of Regulation S-K. No other changes have been made to the Original Report or the First Amendment and this Second Amendment has not been updated to reflect events occuring subsequent to the filing of the Original Report, as amended by the First Amendment.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are 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, and deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to the liability of those sections.
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ITEM 6. EXHIBITS
| 3.1 | Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock*** |
| 10.1 | Form of Note Purchase Agreement*** |
| 10.2 | Form of Secured Convertible Promissory Note*** |
| 10.3 | Form of Security Agreement*** |
| 10.4 | Form of Stock Pledge Agreement*** |
| 10.5 | Form of Series C Preferred Subscription Agreement*** |
| 10.6 | Form of Warrant*** |
| 10.7 | Form of Unit Subscription Agreement*** |
| 10.8 | Form of Warrant*** |
| 10.9 | Form of Registration Rights Agreement*** |
| 10.11 | Asset Purchase Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2011) |
| 10.11 | Bill of Sale (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2011) |
| 10.12 | Assignment and Assumption Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2011) |
| 10.13 | Intellectual Property Assignment Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2011) |
| 10.14 | Assignment and Assumption Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2011) |
| 10.15 | Form of Platinum Promissory Note (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2011) |
| 10.16 | Form of Lakewood Promissory Note (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2011) |
| 10.17 | Security Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2011) |
| 10.18 | Stock Pledge Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2011) |
| 10.19 | Form of Net Smelter Royalty Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2011) |
| 10.20 | Form of Collateral Agency Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2011) |
| 10.21 | Side Letter (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2011) |
| 10.22 | Stock Purchase Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 8, 2011) |
| 10.23 | Form of Promissory Note by CII (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 8, 2011) |
| 10.24 | Separation Agreement and Release (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 9, 2011) |
| 10.25 | Mutual Release Agreement, Dated September 23, 2011 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 27, 2011) |
| 21.1 | List of Subsidiaries*** |
| 31.1 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002** |
| 31.2 | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002** |
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** |
| 32.2 | Certification of Chief Financial Officer 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* |
* Filed herewith
** Filed in the Amendment to the Company's Quarterly Report on Form 10-Q, filed with the SEC on March 29, 2012
*** Incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2011
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Sagebrush Gold Ltd. n/k/a Pershing Gold Corporation | |||
| Date: March 29, 2012 | By: | /s/ Stephen Alfers | |
| Stephen Alfers | |||
President and Chief Executive Officer (Principal Executive Officer) | |||
| Date: March 29, 2012 | By: | /s/ Adam Wasserman | |
| Adam Wasserman | |||
Chief Financial Officer (Principal Financial and Accounting Officer) | |||
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