Pershing Gold Corp. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2012-12-04: Form 8-K; Period of report 2012-11-30; Description 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; Details 1.01.
- 2012-11-26: Form 8-K; Period of report 2012-11-19; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2012-08-24: Form 8-K; Period of report 2012-08-20; Description 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review; Details 4.02.
- 2012-06-22: Form 8-K; Period of report 2012-06-19; Description 3.02 Unregistered Sales of Equity Securities; Details 3.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2012-12-04 | 8-K | 2012-11-30 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On December 3, 2012, Pershing Gold Corporation (the “Company”) completed a private placement (the “Private Placement”) to several accredited investors (the “Purchasers”) for 9,469,548 shares of its common stock (“Common Stock”) and 3,787,819 warrants (“Warrants”) for aggregate gross proceeds of $3,125,000. 3.02 The information provided in Item 1.01 is incorporated herein by reference. | q1100883_8k-pershing.htm |
| 2012-11-26 | 8-K | 2012-11-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) Adam Wasserman resigned from his position as Chief Financial Officer of Pershing Gold Corporation (the “Company”) effective November 19, 2012. | q1100865_8k-pershing.htm |
| 2012-08-24 | 8-K | 2012-08-20 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 On August 20, 2012, management of Pershing Gold Corporation (the “Company”, “we”, “us”, or “our”) determined that the unaudited consolidated financial statements for the three months ended March 31, 2012 included in its Quarterly Report on Form 10-Q for that period could no longer be relied upon. | q1100709_8k-pershing.htm |
| 2012-06-22 | 8-K | 2012-06-19 | 3.02 Unregistered Sales of Equity Securities | 3.02 On June 19, 2012, Pershing Gold Corporation (the “Company”) issued 12,500,000 shares of its common stock “Common Stock”) in a private placement (the “Private Placement”) to Coeur d’Alene Mines Corporation and Frost Gamma Investments Trust (the “Purchasers”) for an aggregate purchase price of $4,000,000. | q1100582_8k-pershing.htm |
| 2012-06-13 | 8-K | 2012-06-11 | 1.01 Entry into a Material Definitive Agreement | 1.01 On January 26, 2012, Pershing Gold Corporation (the “Company”) and American Strategic Minerals Corporation (“Amicor”) entered into an option agreement (the “Option”) whereby Amicor acquired the option to purchase certain uranium properties and claims from the Company for a purchase price of $10.00 (the “Exercise Price”) in consideration for the issuance of (i) 10,000,000 shares of Amicor’s common stock and (ii) a six month promissory note in the aggregate principal amount of $1,000,000 (the “Note”). | q1100571_8k-pershing.htm |
| 2012-05-31 | 8-K | 2012-05-24 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | q1100550_8k-pershing.htm |
| 2012-04-11 | 8-K | 2012-04-05 | 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.02 As previously disclosed in the Current Report on Form 8-K, filed with the Securities Exchange Commission on March 29, 2012, on March 23, 2012 Pershing Gold Corporation (the “Company”) agreed to purchase from Victoria Gold Corp.(“VGC”) and Victoria Resources (US) Inc. (“VRI” and collectively with VGC, the “Seller”) the Seller's interest in approximately 13,400 acres of mining claims and private lands adjacent to the Company’s landholdings at the Relief Canyon Mine in Pershing County, Nevada (the “Assets”). 5.03 On April 11, 2012 the Company filed an amendment to the Certificate of Designation for the Company’s Series D Cumulative Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”) with the Secretary of State of the State of Nevada to increase the number of authorized shares of Series D Preferred Stock that may be issued by the Company to 7,500,000. | q1100441_8k-pershing.htm |
| 2012-04-05 | 8-K | 2012-03-30 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 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 | 1.01 Entry into a Material Definitive Agreement. 3.02 The shares of Common Stock, shares of Series D Preferred Stock and Bridge Note described in Item 1.01 above were all issued to “accredited investors”, as such term is defined in the Securities Act of 1933, as amended (the “Securities Act”) and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) under the Securities Act of 1933 and corresponding provisions of state securities laws. 5.03 On March 30, 2012 the Company filed an amendment to the Certificate of Designation for the Series D Preferred Stock (the “Certificate Amendment”) with the Secretary of State of the State of Nevada to increase the number of authorized shares of Series D Preferred Stock that may be issued by the Company to 6,000,000. 8.01 On April 4, 2012, the Company issued a press release announcing the transactions described above. | q1100428_8k-pershing.htm |
| 2012-03-29 | 8-K | 2012-03-23 | 1.01 Entry into a Material Definitive Agreement | 1.01 On March 23, 2012 Pershing Gold Corporation (the “Company”) agreed to purchase from Victoria Gold Corp.(“VGC”) and Victoria Resources (US) Inc. (“VRI” and collectively with VGC, the “Seller”) the Seller's interest in approximately 13,400 acres of mining claims and private lands adjacent to the Company’s landholdings at the Relief Canyon Mine in Pershing County, Nevada (the “Assets”). | q1100422_8k-pershing.htm |
| 2012-03-29 | 8-K | 2012-03-29 | 8.01 Other Events | 8.01 On March 29, 2012, Pershing Gold Corporation (the “Company”) issued a press release regarding its 2011 drilling results and its 2012 drilling program. | q1100421_8k-pershing.htm |
| 2012-03-26 | 8-K | 2012-03-26 | 8.01 Other Events | 8.01 On March 26, 2012, the Company issued a press release stating that, effective March 26, 2012, the Company’s ticker symbol on the Over-the-Counter Bulletin Board would be changed to “PGLC”. | q1100413_8k-pershing.htm |
| 2012-03-26 | 8-K | 2012-03-23 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 On March 23, 2012, management of Pershing Gold Corporation (the “Company”, “we”, “us”, or “our”) determined that the unaudited consolidated financial statements for the three and nine months ended September 30, 2011 included in our Quarterly Report on Form 10-Q for that period could no longer be relied upon. | q1100412_8k-pershing.htm |
| 2012-03-09 | 8-K | 2012-03-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 6, 2012, David Rector resigned from his position as President of Pershing Gold Corporation (the “Company”) but remains a member of the Company’s Board of Directors (the “Board”). | q1100394_8k-pershing.htm |
| 2012-03-06 | 8-K | 2012-03-02 | 8.01 Other Events | 8.01 On March 2, 2012, Pershing Gold Corporation (the “Company”) issued a press release regarding its acquisition of approximately 9,700 additional acres of mining claims south of the Relief Canyon Mine. | q1100385_8k-pershing.htm |
| 2012-02-28 | 8-K | 2012-02-23 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.03 On February 27, 2012, Sagebrush Gold Ltd. (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 the Company’s name from “Sagebrush Gold Ltd.” to “Pershing Gold Corporation”. 5.07 On February 23, 2012, the holder of a majority of the Company’s outstanding voting capital stock authorized by written consent, in lieu of a special meeting of the Company’s stockholders, that the Company change its name to “Pershing Gold Corporation”. | q1100380_8k-sagebrush.htm |
| 2012-02-24 | 8-K | 2012-02-21 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.07 On February 23, 2012, a majority of the Company’s outstanding voting capital stock have authorized by written consent, in lieu of a special meeting of the Company’s stockholders, that the Company effect a reverse stock split at a ratio not less than two-for-one and not greater than fifteen-for-one, with the exact ratio to be set and the amendment to the Company’s Articles of Incorporation to be filed at the discretion of the Company’s Board of Directors. 8.01 On February 21, 2012, the Company issued a press release announcing the transactions described above. | q1100379_8k-sagebrush.htm |
| 2012-02-13 | 8-K | 2012-02-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 On February 9, 2012, the Board of Directors (the “Board”) of Sagebrush Gold Ltd. (the “Company”) appointed Stephen Alfers as Chairman and Chief Executive Officer of the Company. 5.07 On February 9, 2012, the holders of approximately 53% of the outstanding shares of the Company's common stock voted in favor of the adoption of the Company's 2012 Equity Incentive Plan (the "Plan"). | q1100346_8k-sagebrush.htm |
| 2012-02-09 | 8-K | 2012-02-07 | 8.01 Other Events | 8.01 On February 7, 2012, Sagebrush Gold, Ltd. (the “Company”) obtained a copy of a complaint filed in the United States District Court for the Southern District of New York (the “Complaint”) entitled Relief Gold Group, Inc., v Sagebrush Gold Ltd, Gold Acquisition Corp., Barry C. Honig, and David S. Rector (12 civ 0952). | q1100342_8k-sagebrush.htm |
| 2012-02-03 | 8-K | 2012-01-27 | 3.02 Unregistered Sales of Equity Securities | 3.02 On January 27, 2012, the Company sold an aggregate of 1,376,250 units (the “Units”) with gross proceeds to the Company of $550,500. | q1100335_8k-sagebrush.htm |