Pershing Gold Corp. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2011-12-06: Form 8-K/A; Period of report 2011-07-22; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events; Details 2.01.
- 2011-12-01: Form 8-K; Period of report 2011-11-21; Description 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events; Details 3.02.
- 2011-11-01: Form 8-K; Period of report 2011-10-26; Description 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; Details 3.02.
- 2011-10-14: Form 8-K; Period of report 2011-10-13; Description 7.01 Regulation FD Disclosure; Details 7.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2011-12-06 | 8-K/A | 2011-07-22 | 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 2.01 On July 22, 2011, Sagebrush Gold Ltd (“Sage”), Continental Resources Acquisition Sub, Inc., Sage’s wholly-owned subsidiary (“Acquisition Sub”), and Continental Resources Group, Inc. (“Continental”), entered into an asset purchase agreement (the “Agreement”) and closed the Asset Sale, as defined, pursuant to which Acquisition Sub purchased substantially all of the assets of Continental (the “Asset Sale”) in consideration for (i) shares of Sage’s common stock (the “Shares”) which shall be equal to eight Shares for every 10 shares of Continental’s common stock outstanding; (ii) the assumption of the outstanding warrants to purchase shares of Continental’s common stock such that Sage shall deliver to the holders of Continental’s warrants, warrants to purchase shares of Sage’s common stock (the “Warrants”) which shall be equal to one Warrant to purchase eight shares of Sage’s common stock for every warrant to purchase ten shares Continental’s common stock outstanding at an exercise price equal to such amount as is required pursuant to the terms of the outstanding warrants, and (iii) the assumption of Continental’s 2010 Equity Incentive Plan and all options granted and issued thereunder such that Sage shall deliver to Continental’s option holders, options (the “Options”) to purchase an aggregate of such number of shares of Sage’s common stock issuable under Sage’s equity incentive plan which shall be equal to one option to purchase eight shares of Sage’s common stock for every option to purchase 10 shares of Continental’s common stock outstanding with a strike price equal to such amount as is required pursuant to the terms of the outstanding option. 3.02 The securities issued and reported in this Form 8-K have not been registered under the Securities Act and were issued and sold in reliance upon an exemption from registration as described below. 8.01 As previously reported on a Form 8-K, on July 18, 2011, Sage issued to Continental an unsecured 6% promissory note (the “Note”) for $2,000,000. | q1100280_8ka-sagebrush.htm |
| 2011-12-01 | 8-K | 2011-11-21 | 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 3.02 On December 1, 2011, November 29, 2011 and November 21, 2011, the Company sold an aggregate of 3,675,000 units (the “Units”) with gross proceeds to the Company of $1,470,000. 8.01 On December 1, 2011, the Company entered into a settlement agreement with Shannon Briggs pursuant to which Mr. Briggs and the Company agreed to settle all claims and exchange releases. | q1100273_8k-sagebrush.htm |
| 2011-11-01 | 8-K | 2011-10-26 | 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders | 3.02 On October 26, 2011, Sagebrush Gold Ltd. (the “Company”) sold $40,000 of Units to an accredited investor pursuant to a subscription agreement (the “Subscription Agreements”) for an aggregate sale of 80,000 Units (the “Units”), at a purchase price of $0.50 per Unit (the “Unit Sale”). 3.03 On October 31, 2011, the Company entered into amendment agreements (the “Amendments”) with holders of the Company’s outstanding 5% convertible promissory notes dated as of February 1, 2011 in the aggregate principal amount of $600,000 (the “Convertible Notes”). | q1100219_8k-sagebrush.htm |
| 2011-10-14 | 8-K | 2011-10-13 | 7.01 Regulation FD Disclosure | 7.01 On October 13, 2011, Sagebrush Gold, Ltd. (the “Company”) released a letter to its shareholders. | q1100202_8k-sagebrush.htm |
| 2011-10-12 | 8-K | 2011-09-08 | 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders | 3.02 On September 14, Sagebrush Gold Ltd. (the “Company”) sold $1,715,604 of its 9% secured promissory note (the “Note”). 3.03 As more fully described in Item 3.02, the conversion price of the Company’s $8 million of convertible notes dated as of August 30, 2011 adjusted to $0.50 per share as a result of certain anti-dilution provisions contained therein. | q1100200_8k-sagebrush.htm |
| 2011-10-07 | 8-K | 2011-10-03 | 3.02 Unregistered Sales of Equity Securities | 3.02 As previously disclosed in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 28, 2011, the Company purchased substantially all of the assets of Continental Resources Group, Inc. (“CRGI”) in consideration for (i) 8 shares of the Company’s common stock, par value $0.0001 per share (the “Company Common Stock”) for every 10 shares of Common Stock of CRGI outstanding; (ii) the assumption by the Company of the outstanding warrants to purchase shares of CRGI’s common stock (the “CRGI Warrants”) at a ratio of one warrant (the “Company Warrants”) to purchase 8 shares of the Company’s Common Stock for every CRGI Warrant to purchase 10 shares of CRGI’s common stock; and (iii) the assumption of CRGI’s 2010 Equity Incentive Plan and all options granted and issued thereunder at a ratio of one option to purchase 8 shares of the Company Common Stock for every option to purchase 10 shares of CRGI’s common stock outstanding (the “Asset Sale”). | q1100192_8k-sagebrush.htm |
| 2011-09-28 | 8-K | 2011-09-26 | 8.01 Other Events | 8.01 On September 26, 2011, Sagebrush Gold Ltd. (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1. | q1100180_8k-sagebrush.htm |
| 2011-09-27 | 8-K | 2011-09-23 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | q1100177_8k-sagebrush.htm |
| 2011-09-15 | 8-K/A | 2011-09-02 | 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 Reference is made to the disclosure set forth under Item 5.02 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference. 5.02 On September 2, 2011, Sagebrush Gold, Ltd, (f/k/a The Empire Sports and Entertainment Holding Co. (“Sagebrush” or the “Company")), the Empire Sports and Entertainment Co. (“Empire Sports”), EXCX Funding, Corp. (“EXCX”), The Capital Hoedown, Inc. (“Capital” and collectively, the “Companies”), and Shelly Finkel, our Chief Executive Officer and Co-Chairman of our Board of Directors (“Executive”), entered into a Separation Agreement (the “Agreement”) under which Executive resigned from all positions with the Company and each of its subsidiaries and affiliates. | q1100163_8ka-sagebrush.htm |
| 2011-09-13 | 8-K | 2011-09-13 | 7.01 Regulation FD Disclosure | 7.01 On September 13, 2011, Sagebrush Gold Ltd. (the “Company”) made available a power point presentation, in the form attached hereto as Exhibit 99.1, and which is incorporated herein by reference. | q1100156_8kppt-sagebrush.htm |
| 2011-09-12 | 8-K | 2011-09-07 | 8.01 Other Events | 8.01 On September 7, 2011, Sagebrush Gold Ltd. (the “Company”) issued a press release announcing that it entered into a binding letter of intent with Liberty Star Uranium and Metals Corp. for the purpose of forming a joint venture agreement. | q1100155_8kpr-sagebrush.htm |
| 2011-09-09 | 8-K | 2011-09-02 | 1.02 Termination of a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.02 Reference is made to the disclosure set forth under Item 5.02 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference. 5.02 On September 2, 2011, Sagebrush Gold, Ltd, (f/k/a The Empire Sports and Entertainment Holding Co. (“Sagebrush”)), the Empire Sports and Entertainment Co. (“Empire Sports”), EXCX Funding, Corp. (“EXCX”), The Capital Hoedown, Inc. (“Capital” and collectively, the “Companies”), and Shelly Finkel, our Chief Executive Officer and Co-Chairman of our Board of Directors (“Executive”), entered into a Separation Agreement (the “Agreement”) under which Executive resigned from all positions with the Company and each of its subsidiaries and affiliates. | q1100135_8kfs-sagebrush.htm |
| 2011-09-08 | 8-K | 2011-09-01 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets | 1.02 Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference. 2.01 Sagebrush Gold Ltd., (the “Company”) previously disclosed it was evaluating options with respect to its sports and entertainment activities following recent acquisitions. | q1100134_8kcii-sagebrush.htm |
| 2011-08-30 | 8-K | 2011-08-30 | 2.01 Completion of Acquisition or Disposition of Assets; 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; 8.01 Other Events | 2.01 On August 30, 2011, Sagebrush Gold Ltd. (the “Company”), through its newly-formed wholly owned subsidiary, Gold Acquisition Corp. (“Acquisition Sub”) acquired the Relief Canyon Mine (“Relief Canyon”) located in Pershing County, near Lovelock, Nevada, for an aggregate purchase price consisting of: (i) $12,000,000 cash and (ii) $8,000,000 of senior secured convertible promissory notes (collectively, the “Notes”) issued to Platinum Long Term Growth LLC (“Platinum”) and Lakewood Group LLC (“Lakewood” and collectively with Platinum, the “Sellers”). 8.01 On August 30, 2011, the Company issued a press release relating to the acquisition described herein and such press release is incorporated by reference to Exhibit 99.1, attached hereto. | q1100136_8krc-sagebrush.htm |
| 2011-08-12 | 8-K | 2011-08-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective as of August 8, 2011, the Board of Directors (the “Board”) of Sagebrush Gold Ltd. (the “Company”) elected David Rector as director to serve on the Board. | q1100112_8k-sagebrush.htm |
| 2011-07-28 | 8-K | 2011-07-22 | 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 2.01 On July 22, 2011, Sagebrush Gold Ltd (“Sage”), Continental Resources Acquisition Sub, Inc., Sage’s wholly-owned subsidiary (“Acquisition Sub”), and Continental Resources Group, Inc. (“Continental”), entered into an asset purchase agreement (the “Agreement”) and closed the Asset Sale, as defined, pursuant to which Acquisition Sub purchased substantially all of the assets of Continental (the “Asset Sale”) in consideration for (i) shares of Sage’s common stock (the “Shares”) which shall be equal to eight Shares for every 10 shares of Continental’s common stock outstanding; (ii) the assumption of the outstanding warrants to purchase shares of Continental’s common stock such that Sage shall deliver to the holders of Continental’s warrants, warrants to purchase shares of Sage’s common stock (the “Warrants”) which shall be equal to one Warrant to purchase eight shares of Sage’s common stock for every warrant to purchase ten shares Continental’s common stock outstanding at an exercise price equal to such amount as is required pursuant to the terms of the outstanding warrants, and (iii) the assumption of Continental’s 2010 Equity Incentive Plan and all options granted and issued thereunder such that Sage shall deliver to Continental’s option holders, options (the “Options”) to purchase an aggregate of such number of shares of Sage’s common stock issuable under Sage’s equity incentive plan which shall be equal to one option to purchase eight shares of Sage’s common stock for every option to purchase 10 shares of Continental’s common stock outstanding with a strike price equal to such amount as is required pursuant to the terms of the outstanding option. 3.02 The securities issued and reported in this Form 8-K have not been registered under the Securities Act and were issued and sold in reliance upon an exemption from registration as described below. 8.01 As previously reported on a Form 8-K, on July 18, 2011, Sage issued to Continental an unsecured 6% promissory note (the “Note”) for $2,000,000. | form8k.htm |
| 2011-07-22 | 8-K | 2011-07-18 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 On July 18, 2011, Sagebrush Gold Ltd. borrowed $2,000,000 from Continental Resources Group, Inc. (“Continental”) and issued Continental an unsecured 6% promissory note (the “Note”). | form8k.htm |
| 2011-06-10 | 8-K | 2011-06-08 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On June 9, 2011, Sagebrush Gold, Ltd. (the “Company”) made available a presentation which provides a general description of the Company’s business. 8.01 As previously disclosed in our Current Reports on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2011 and May 31, 2011, we were formerly known as The Empire Sports & Entertainment Holdings Co., and changed our name to Sagebrush, Gold, Ltd. in order to reflect additional businesses to be pursued by us. | sagebrushform8k060811.htm |
| 2011-06-03 | 8-K | 2011-05-31 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On May 31, 2011, J.H. Cohn LLP (“J.H. Cohn”) resigned as Sagebrush Gold, Ltd.’s, (formerly The Empire Sports & Entertainment Holdings Co.) (the “Company”) and its predecessor, Golden Empire LLC’s (“Golden Empire”) independent registered public accounting firm. | sagebrushform8k053111.htm |
| 2011-05-31 | 8-K | 2011-05-24 | 1.01 Entry into a Material Definitive Agreement; 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 | 1.01 Entry into a Material Definitive Agreement. 2.01 On May 24, 2011, as a result of the acquisition of Arttor Gold by the Company, the Company acquired through its new wholly-owned subsidiary Arttor Gold two lease agreements with F.R.O.G. Consulting, LLC (“FROG”) (an affiliate of Mr. Leger, our chief geologist) for mining claims on properties located in Lander County, Nevada known as the North Battle Mountain Mineral Prospect and the Red Rock Mineral Prospect. 3.02 On May 24, 2011, the Company issued shares of Common Stock and Series B Preferred Stock as described in Item 1.01 above. 3.03 As described in Item 1.01 above, the Company has authorized and issued Series B Convertible Preferred Stock issued pursuant to a Certificate of Designation filed with the Nevada Secretary of State on May 27, 2011. | sagebrushform8k052411.htm |
| 2011-05-19 | 8-K | 2011-05-12 | 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 | 5.02 On May 12, 2011, the Board of Directors (the “Board”) of Sagebrush Gold Ltd. (the “Company”) appointed David Rector as President and authorized that Mr. Rector receive annual compensation of up to $120,000 per year for his services to the Company. 5.03 On May 16, 2011, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada in order to change its name to “Sagebrush Gold Ltd.” from “The Empire Sports & Entertainment Holdings Co.” The name change is expected to be effective and a new symbol issued by FINRA for the Company’s common stock by May 31, 2011. | sagebrushform8k051811.htm |
| 2011-05-13 | 8-K | 2011-05-12 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On May 6, 2011, The Empire Sports & Entertainment Holdings Co. (the “Company”) completed a private offering of common stock to accredited investors (the “Investors”). 3.02 As described in Item 1.01 above, which information that is require to be disclosed under this Item 3.02 is hereby incorporated by reference into this Item, on May 6, 2011, the Company issued and sold 410,000 shares of restricted Common Stock. | empireform8k050611.htm |
| 2011-03-30 | 8-K | 2011-03-29 | 1.02 Termination of a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.02 Reference is made to the disclosure set forth under Item 5.02 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference. 5.02 On March 29, 2011, The Empire Sports & Entertainment Holdings Co. (the “Company”) and the Company’s wholly-owned subsidiary, The Empire Sports & Entertainment, Co. entered into a Separation Agreement and General Release (the “Agreement”) with Gregory D. Cohen who resigned from the Company as its President, Chief Operating Officer and as a member of its board of directors.. 8.01 On March 30, 2011, the Company issued a press release announcing Mr. Cohen’s departure from the Company. . | empireform8k033011.htm |
| 2011-03-01 | 8-K | 2011-02-23 | 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 | 1.01 On February 23, 2011, The Empire Sports & Entertainment Holdings Co. (the “Company”), its wholly-owned subsidiary, The Empire Sports & Entertainment, Co. (“Operating Sub”) and its newly-formed wholly-owned subsidiary, EXCX Funding Corp. (“EXCX” and together with the Company and the Operating Sub, the “Borrowers”) entered into a Credit Facility Agreement (the “Credit Facility Agreement”) with Barry Honig, its Co-Chairman, and Michael Brauser (each, a “Lender” and collectively, the “Lenders”), pursuant to which the Lenders agreed to extend credit to the Borrowers in the form of a loan under which up to $4.5 million may be borrowed from the Lenders on a senior secured basis (the “Loan”). 2.03 Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference. 3.02 Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference. | v213175_8k.htm |