SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
FORTITUDE GOLD CORPORATION
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(Exact name of registrant as specified in charter)
Colorado 85-2602691
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(State of Other Jurisdiction of (I.R.S. Employer Identification No.)
incorporation or Organization)
2886 Carriage Manor Point
Colorado Springs, CO 80906
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(Address of principal executive (Zip code)
offices)
Equity Incentive Plan
(Full Title of Plan)
Jason Reid
Fortitude Gold Corporation
2866 Carriage Manor Point
Colorado Springs, Colorado 80906
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(Name and address, including zip code, and telephone number,
including area code, of agent for service)
(719) 717-9825
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(Telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to the agent for
service, should be sent to:
William T. Hart, Esq.
Hart & Hart
1624 Washington Street
Denver, Colorado 80203
(303) 839-0061
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", "smaller
reporting company" and "emerging growth company" in Rule 12b2 of the Exchange
Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [X] Smaller reporting company [X]
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or
revised financial accounting standards pursuant to Section 7(a)(2)(B) of the
Securities Act. [X]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of Securities to be price offering registration
to be registered registered(1) per share(2) price fee
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Equity Incentive Plan 5,000,000 $7.36 $36,800,000 $4,015
(1) This Registration Statement also covers such additional number of shares,
presently undeterminable, as may become issuable under the Equity Incentive
Plan in the event of stock dividends, stock splits, recapitalizations or
other changes in the Company's common stock. The shares subject to this
Registration Statement are shares granted pursuant to the Company's Equity
Incentive Plan, all of which may be reoffered in accordance with the
provisions of Form S-8.
(2) Computed in accordance with Rule 457(h).
FORTITUDE GOLD CORPORATION
Cross Reference Sheet Required Pursuant to Rule 404
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(NOTE: Pursuant to instructions to Form S-8, the Prospectus described below is
not required to be filed with this Registration Statement.)
Item
No. Form S-8 Caption Caption in Prospectus
---- ---------------- ---------------------
1. Plan Information
(a) General Plan Information Equity Incentive Plan
(b) Securities to be Offered Equity Incentive Plan
(c) Employees who may Participate Equity Incentive Plan
in the Plan
(d) Purchase of Securities Pursuant Equity Incentive Plan
to the Plan and Payment for
Securities Offered
(e) Resale Restrictions Resale of Shares by Affiliates
(f) Tax Effects of Plan Participation Equity Incentive Plan
(g) Investment of Funds Not Applicable.
(h) Withdrawal from the Plan; Other Information Regarding
Assignment of Interest the Plan
(i) Forfeitures and Penalties Other Information Regarding
the Plan
(j) Charges and Deductions and Other Information Regarding
Liens Therefore the Plan
2. Registrant Information and Employee Available Information, Documents
Plan Annual Information Incorporated by Reference
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 - Incorporation of Documents by Reference
The following documents filed with the Commission by Fortitude Gold
Corporation (Commission File No. 333-249533) are incorporated by reference into
this prospectus:
o The Company's report on Form 10-K for the year ended December 31,
2020;
o The Company's report on Form 10-Q for the period ended March 31, 2021;
o The Company's report on Form 10-Q for the period ended June 30, 2021;
o The Company's reports on Form 8-K filed with the SEC on January 11,
2021, March 4, 2021, March 24, 2021, March 31, 2021, May 11, 2021,
June 14, 2021 July 22, 2021, and August 3, 2021.
All documents filed with the Commission by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to the termination of this offering shall be
deemed to be incorporated by reference into this registration statement and to
be a part of this registration statement from the date of the filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded for the
purposes of this registration statement to the extent that a statement contained
in this registration statement or in any subsequently filed document which also
is or is deemed to be incorporated by reference in this prospectus modifies or
supersedes such statement. Such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Investors are entitled to rely upon information in this registration
statement or incorporated by reference at the time it is used by the Company to
offer and sell securities, even though that information may be superseded or
modified by information subsequently incorporated by reference into this
registration statement.
Item 4 - Description of Securities
The Company is authorized to issue 200,000,000 shares of common stock.
Holders of the Company's common stock are each entitled to cast one vote for
each share held of record on all matters presented to the shareholders.
Cumulative voting is not allowed; hence, the holders of a majority of the
Company's outstanding common shares can elect all directors.
Holders of the Company's common stock are entitled to receive such
dividends as may be declared by the Company's Board of Directors out of funds
legally available and, in the event of liquidation, to share pro rata in any
distribution of the Company's assets after payment of liabilities. The Company's
Board of Directors is not obligated to declare a dividend. It is not anticipated
that dividends will be paid in the foreseeable future.
Holders of the Company's common stock do not have preemptive rights to
subscribe to additional shares if issued. There is no conversion, redemption,
sinking fund or similar provisions regarding the common stock. All outstanding
shares of common stock are fully paid and non-assessable.
Item 5 - Interests of Named Experts and Counsel
Not Applicable.
Item 6 - Indemnification of Directors and Officers
The Bylaws of the Company provide in substance that the Company shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative by reason of the fact that such
person is or was a director, officer, employee, fiduciary or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee, fiduciary or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person to the full extent permitted by the laws of the state of
Colorado; and that expenses incurred in defending any such civil or criminal
action, suit or proceeding may be paid by the Company in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on behalf of
such director, officer or employee to repay such amount to the Company unless it
shall ultimately be determined that such person is entitled to be indemnified by
the Company as authorized in the Bylaws.
Item 7 - Exemption from Registration Claimed
In January 2021 the Company, pursuant to the Company's Equity Incentive
Plan, issued 2,250,000 shares of its common stock to nine persons and granted
options to purchase 442,000 shares of the Company's common stock to 16 persons.
The options are exercisable at prices ranging between $1.00 and $5.48 per share
and expire on various dates in 2026.
The Company relied upon the exemption provided by Section 4(a)(2) of the
Securities Act of 1933 in connection with sale of the common stock and the
issuance of the options described above. The persons who acquired the shares and
options were sophisticated investors and were provided full information
regarding the Company's operations. There was no general solicitation in
connection with the grant of the shares or options. The persons who acquired the
shares and options acquired them for their own accounts. The shares and options
cannot be sold except pursuant to an effective registration statement or an
exemption from registration. No commission was paid in connection with the sale
of the common stock and the issuance of the options.
Item 8 - Exhibits
4 - Instruments Defining Rights of
Security Holders
(a) - Common Stock Incorporated by reference to Exhibits
3.1 and 3.2 of the Company's
Registration Statement on Form S-l,
File No 333-249533.
(b) - Equity Incentive Plan
5 - Opinion Regarding Legality ________________________________
l5 - Letter Regarding Unaudited Interim
Financial Information None
23 - Consent of Independent Public
Accountants and Attorneys ________________________________
24 - Power of Attorney Included in the signature page of this
Registration Statement
99 - Additional Exhibits
(Re-Offer Prospectus) ________________________________
Item 9 - Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section l0(a)(3) of the
Securities Act of l933;
(ii)to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change in such information in the
registration statement;
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) will
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section l3
or Section l5(d) of the Securities Act of l934.
(2) That, for the purpose of determining any liability under the
Securities Act of l933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of l933, each filing of the
registrant's Annual Report pursuant to Section l3(a) or Section l5(d) of the
Securities Exchange Act of l934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section l5(d) of the
Securities Exchange Act of l934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes
and appoints Jason Reid, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitutes or substitute may lawfully do or
cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of l933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Colorado Springs, Colorado, on September 3, 2021.
FORTITUDE GOLD CORPORATION
By: /s/ Jason Reid
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Jason Reid, Chief Executive Officer
Pursuant to the requirements of the Securities Act of l933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Jason Reid Director, Principal September 3, 2021
------------------------- Executive Officer
Jason Reid
/s/ Bill M. Conrad Director September 3, 2021
-------------------------
Bill M. Conrad
/s/ John A. Labate Principal Financial and September 3, 2021
------------------------- Accounting Officer
John A. Labate