(1) Includes 13,633,140 shares of common stock held by Mr. Honig, and options to purchase 13,266,666 shares of common stock held for the account of Mr. Honig which may be exercised within 60 days. Excludes 3,000,000 shares of the unvested grant of restricted common stock (“Restricted Stock Award”) issued to Mr. Honig on June 18, 2012 by the Issuer, which Restricted Stock Award shall vest pursuant to the following schedule: (a) one-third of the shares shall vest one year from the date of issuance of the Restricted Stock Award; (b) one-third of the shares shall vest two years from the date of issuance of the Restricted Stock Award; and (c) one-third of the shares shall vest three years from the date of issuance of the Restricted Stock Award. Also excludes unvested options to purchase 133,334 shares of the Issuer’s common stock, which shall vest on October 1, 2013.
(2) Includes 7,534,712 shares of common stock and 1,363,637 warrants to purchase shares of common stock held by GRQ Consultants, Inc. 401K (“GRQ 401K”), and 993,692 shares of common stock held by GRQ Consultants, Inc. (“GRQ Consultants”). Mr. Honig is the trustee of GRQ 401K and President of GRQ Consultants, and, in such capacity, has voting and dispositive power over the securities held by GRQ 401K and GRQ Consultants.
(1) Mr. Honig is the trustee of GRQ Consultants, Inc. 401K (“GRQ 401K”), and, in such capacity, has voting and dispositive power over 7,534,712 shares of common stock and 1,363,637 warrants to purchase common stock held by GRQ 401K.
(1) Mr. Honig is the President of GRQ Consultants, Inc. (“GRQ Consultants”), and, in such capacity, has voting and dispositive power over the securities held by GRQ Consultants.
Item 1. Security and Issuer
The title and class of equity securities to which this Schedule 13D relates is common stock, par value $0.0001 per share (the "Common Stock"), of Pershing Gold Corporation, a Nevada corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 1658 Cole Boulevard, Building 6-Suite 210, Lakewood, CO 80401.
Item 2. Identity and Background
(a) This statement is being filed by Barry Honig, GRQ Consultants, Inc. 401K (“GRQ 401K”) and GRQ Consultants, Inc. (“GRQ Consultants”, and together with Mr. Honig and GRQ 401K, the “Reporting Persons”).
(b) The Reporting Persons’ business address is 555 South Federal Highway #450, Boca Raton, FL 33432.
(c) N/A
(d) During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
(f) United States/Florida
Item 3. Source and Amount of Funds or Other Considerations
All shares were purchased with the Reporting Persons’ personal funds or working capital.
Item 4. Purpose of Transaction
All of the Issuer’s securities owned by the Reporting Persons have been acquired for investment purposes only. Except as set forth above, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions required to be described in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time, review or reconsider their positions with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so.
Item 5. Interest in Securities of the Issuer
(a) Mr. Honig beneficially owns 36,791,847 shares or 12.78% of the Issuer’s common stock, including 13,633,140 shares of common stock held by Mr. Honig, options to purchase 13,266,666 shares of common stock held for the account of Mr. Honig which may be exercised within 60 days, 7,534,712 shares of common stock and 1,363,637 warrants to purchase shares of common stock held by GRQ Consultants, Inc. 401K (“GRQ 401K”), 993,692 shares of common stock held by GRQ Consultants, Inc. (“GRQ Consultants”),. All beneficial ownership numbers and percentages exclude 3,000,000 shares of the Restricted Stock Award issued to Mr. Honig on June 18, 2012 by the Issuer, which Restricted Stock Award may not be exercised within 60 days. The Restricted Stock Award shall vest pursuant to the following schedule: (a) one-third of the shares shall vest one year from the date of issuance of the Restricted Stock Award; (b) one-third of the shares shall vest two years from the date of issuance of the Restricted Stock Award; and (c) one-third of the shares shall vest three years from the date of issuance of the Restricted Stock Award. Also excludes unvested options to purchase 133,334 shares of the Issuer’s common stock, which shall vest on October 1, 2013.
(b) Mr. Honig may be deemed to hold sole voting and dispositive power over 26,899,806 shares of the Issuer’s common stock (1) and shares voting and dispositive power over 9,892,041 shares of common stock (2).
GRQ 401K may be deemed to hold shared voting and dispositive power over 7,534,712 shares of common stock and 1,363,637 warrants to purchase shares of common stock of the Issuer.
GRQ Consultants may be deemed to hold shared voting and dispositive power over 993,692 shares of common stock of the Issuer.
(c) On March 26, 2013, the Reporting Person purchased 250,000 shares of common stock in a private transaction for $100,000.
(d) To the best knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 36,791,847 shares of common stock reported in Item 5(a).
(e) Not applicable.
(1) Includes 13,633,140 shares of common stock held by Mr. Honig and options to purchase 13,266,666 shares of common stock held for the account of Mr. Honig which may be exercised within 60 days. All beneficial ownership numbers and percentages exclude 3,000,000 shares of the Restricted Stock Award issued to Mr. Honig on June 18, 2012 by the Issuer, which Restricted Stock Award may not be exercised within 60 days. The Restricted Stock Award shall vest pursuant to the following schedule: (a) one-third of the shares shall vest one year from the date of issuance of the Restricted Stock Award; (b) one-third of the shares shall vest two years from the date of issuance of the Restricted Stock Award; and (c) one-third of the shares shall vest three years from the date of issuance of the Restricted Stock Award. Also excludes unvested options to purchase 133,334 shares of the Issuer’s common stock, which shall vest on October 1, 2013.
(2) Includes 7,534,712 shares of common stock and 1,363,636 warrants to purchase shares of common stock held by GRQ 401K and 993,692 shares of common stock held by GRQ Consultants.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities
Item 7. Material to Be Filed as Exhibits
Exhibit Number | Description |
| | |
| 99.1 | Joint Filing Agreement with GRQ Consultants, Inc. 401K and GRQ Consultants, Inc.* |
* Previously Filed.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: March 27, 2013 | | /s/ Barry Honig | |
| | | Barry Honig | |
| Dated: March 27, 2013 | GRQ CONSULTANTS, INC. 401K | |
| | | | |
| | By: | /s/ Barry Honig | |
| | | Barry Honig | |
| Dated: March 27, 2013 | GRQ CONSULTANTS, INC. | |
| | | | |
| | By: | /s/ Barry Honig | |
| | | Barry Honig, President | |
EXHIBIT INDEX
Exhibit Number | Description |
| | |
| 99.1 | Joint Filing Agreement with GRQ Consultants, Inc. 401K and GRQ Consultants, Inc.* |
* Previously Filed.
