Pershing Gold Corp. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-04-09: Form 8-K; Period of report 2019-04-03; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; Details 2.01.
- 2019-03-04: Form 8-K; Period of report 2019-03-01; Description 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 1.01.
- 2019-01-09: Form 8-K; Period of report 2019-01-09; Description 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure; Details 5.07.
- 2018-10-04: Form 8-K; Period of report 2018-09-28; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2019-04-09 | 8-K | 2019-04-03 | 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 2.01 On April 3, 2019, Pershing Gold Corporation, a corporation existing under the laws of the State of Nevada (“Pershing Gold”), completed a merger (the “Merger”) pursuant to the terms of the Agreement and Plan of Merger by and among Pershing Gold, Americas Silver Corporation, a corporation incorporated under the Canada Business Corporations Act (“Americas Silver”), and R Merger Sub, Inc., a corporation existing under the laws of the State of Nevada (“Merger Sub”) and wholly-owned subsidiary of Americas Silver, dated as of September 28, 2018, as amended on March 1, 2019 (the “Merger Agreement”). 3.02 Upon effectiveness of the Merger, and pursuant to the terms of the Merger Agreement, Pershing Gold issued 28,527,405 shares of common stock to Americas Silver. 3.03 The information set forth in Item 2.01 is incorporated herein by reference. 4.01 On April 4, 2019, Pershing Gold was notified of the resignation of KBL, LLP (“KBL”) as Pershing Gold’s independent registered public accounting firm effective immediately. 5.01 At the Effective Time, a change in control of Pershing Gold occurred, and Pershing Gold is now a wholly-owned subsidiary of Americas Silver. 5.02 On April 3, 2019, Stephen Alfers, Jeffrey Clevenger, Edward Karr, and Pamela Saxton resigned as directors of Pershing Gold, Stephen Alfers resigned as President and Chief Executive Officer of Pershing Gold, Eric Alexander resigned as Vice President, Finance and Controller of Pershing Gold, and Timothy Janke resigned as Chief Operating Officer of Pershing Gold, with such resignations effective as of the Effective Time. 5.03 On April 3, 2019, the Board of Directors amended and restated the bylaws of Pershing Gold. 7.01 On April 3, 2019, Pershing Gold issued a press release regarding the consummation of the Merger and the suspension of trading of Pershing Gold Common Stock on the Nasdaq Stock Market. | tv518532_8-k.htm |
| 2019-03-04 | 8-K | 2019-03-01 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On March 1, 2019, Pershing Gold Corporation (the “Company”) entered into a First Amendment (the “First Amendment”) to the Agreement and Plan of Merger dated September 28, 2018 (the “Merger Agreement”) with Americas Silver Corporation (“Americas Silver”) and R Merger Sub, Inc., a wholly-owned subsidiary of Americas Silver (“Merger Sub”) with respect to the previously disclosed merger between the parties (the “Merger”). 5.02 On March 1, 2019, the Company and Eric Alexander, the Company’s Vice President Finance and Controller and principal financial officer, entered into a Second Amendment to the Fourth Amended Severance Compensation Agreement dated March 1, 2019 (the “Alexander Amendment”). | tv515322_8k.htm |
| 2019-01-09 | 8-K | 2019-01-09 | 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.07 Pershing Gold Corporation (the “Company”) held a special meeting of stockholders (the “Special Meeting”) on January 9, 2019 in Denver, Colorado. 7.01 On January 9, 2019, the Company issued a press release regarding the approval of the Transaction by its stockholders and the approval of the Transaction by the shareholders of Americas Silver Corporation. | tv510830_8k.htm |