| Filed Pursuant to Rule 424(b)(3) |
| Registration No. 333-180492 |
PROSPECTUS SUPPLEMENT
PROSPECT GLOBAL RESOURCES INC.
747,298 Shares of Common Stock
This prospectus supplement modifies, supersedes and supplements information contained in, and should be read in conjunction with the prospectus, dated August 8, 2013 related to the issuance by us of our common stock upon exercise of 747,298 Series A Warrants originally issued on June 26, 2013 in a public offering. This prospectus supplement is not complete without, and may not be delivered or used except in connection with, the prospectus. Any information that is modified or superseded in the prospectus shall not be deemed to constitute a part of the prospectus, except as modified or superseded by this prospectus supplement.
An investment in our securities involves serious risks, including the risk that we are unable to raise capital beyond the current financing transactions that we are required to raise under our existing debt arrangements. You should read carefully the ‘‘Risk Factors’’ beginning on page 4 of the prospectus.
Our common stock is traded on The Nasdaq Capital Market under the symbol ‘‘PGRX.’’ On February 11, 2014, the last reported sale price of our common stock was $2.34 per share. The Warrants are not listed on a national securities exchange.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.
REPRICING OF WARRANTS
On February 10, 2014 we agreed with the following holders of Series A Warrants issued in the June 26, 2013 public offering to reduce the exercise price from $4.05 to $1.56 in exchange for these warrants being exercised immediately:
Name |
| Number |
|
|
|
|
|
Hudson Bay Master Fund, Ltd. |
| 150,000 |
|
Empery Asset Master, LTD |
| 57,500 |
|
Capital Ventures International |
| 80,000 |
|
Tenor Opportunity Master Fund, Ltd. |
| 74,500 |
|
Cranshire Master Fund, Ltd. |
| 63,000 |
|
Equitec Specialists, Ltd. |
| 7,000 |
|
Midsummer Small Cap Master, Ltd. |
| 67,000 |
|
Kingsbrook Opportunities Master Fund LP |
| 52,500 |
|
FiveMore Special Situations Fund Limited |
| 40,000 |
|
Anson Investments Master Fund LP |
| 30,000 |
|
Lincoln Park Capital Fund, LLC |
| 8,000 |
|
Alpha Capital Anstalt |
| 70,000 |
|
Globis Capital Partners, L.P. |
| 14,000 |
|
Greenfield Investments SVC, LLC |
| 6,000 |
|
Mark Mays |
| 17,798 |
|
Rajo Capital Management, LLC |
| 5,000 |
|
Ikona Global Partners |
| 5,000 |
|
The date of this prospectus supplement is February 11, 2014