Pershing Gold Corp. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 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.
- 2018-10-03: Form 8-K/A; Period of report 2018-09-30; Description 8.01 Other Events; Details 8.01.
- 2018-10-01: Form 8-K; Period of report 2018-09-30; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2018-08-31: Form 8-K; Period of report 2018-08-29; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2018-10-04 | 8-K | 2018-09-28 | 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 | 1.01 On September 28, 2018, Pershing Gold Corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Americas Silver Corporation (“Americas Silver”) and R Merger Sub, Inc., a wholly-owned subsidiary of Americas Silver (“Merger Sub”). 2.03 The description of the Convertible Secured Debenture disclosed in Item 1.01 is incorporated herein by reference. 3.02 The description of the Convertible Secured Debenture disclosed in Item 1.01 is incorporated herein by reference. 3.03 On September 28, 2018, the Company amended the Certificate of Designation for its Series E Preferred Stock (the “Amended Series E Certificate of Designation”), effective immediately. 5.02 On September 28, 2018, the Company and Mr. Alexander, the Company’s principal financial officer, amended Mr. Alexander’s Fourth Amended Severance Compensation Agreement dated December 21, 2017, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on December 28, 2018. 5.03 The description of the Amended Series E Certificate of Designation disclosed in Item 3.03 is incorporated herein by reference. 5.07 On September 28, the holders of at least seventy-five percent of the Company’s Series E Preferred Stock approved an action by written consent in lieu of a meeting. 8.01 In connection with the Merger, the Company and Americas Silver jointly conducted an investor conference call on October 1, 2018 at 8:30 a.m. | tv504143_8k.htm |
| 2018-10-03 | 8-K/A | 2018-09-30 | 8.01 Other Events | 8.01 On September 30, 2018, Pershing Gold Corporation (the “Company”) issued a press release announcing that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) to undergo a business combination (the “Merger”) with Americas Silver Corporation (“Americas Silver”) and entered into a Convertible Secured Debenture (the “Bridge Loan”) with Americas Silver. | tv504110_8ka.htm |
| 2018-10-01 | 8-K | 2018-09-30 | 7.01 Regulation FD Disclosure | 7.01 On September 30, 2018, Pershing Gold Corporation (the “Company”) issued a press release announcing that it had entered into an Agreement and Plan of Merger (the “Merger”) and Convertible Secured Debenture (the “Bridge Loan”) with Americas Silver Corporation. | tv503879_8k.htm |
| 2018-08-31 | 8-K | 2018-08-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 29, 2018, Mr. Barry Honig notified Pershing Gold Corporation (the “Company”) of his decision to resign as a member of the Board of Directors of the Company (the “Board”), effective immediately. | tv502178_8k.htm |
| 2018-06-27 | 8-K | 2018-06-22 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 Pershing Gold Corporation (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Meeting”) on June 22, 2018 in Denver, Colorado. 8.01 On May 30, 2018, the Company issued a press release announcing the completion and results of a Feasibility Study on its Relief Canyon Mine in Pershing County, Nevada. | tv497388_8k.htm |
| 2018-04-27 | 8-K | 2018-04-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 23, 2018, Jeffrey Clevenger was appointed to the Board of Directors (the “Board”) of Pershing Gold Corporation (the “Company”). | tv492260_8k.htm |
| 2018-03-13 | 8-K | 2018-03-08 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events | 3.01 As previously reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission on February 26, 2018, Alex Morrison resigned as a member of the Board of Directors (the “Board”) of Pershing Gold Corporation (the “Company”) on February 23, 2018. 8.01 On March 9, 2018, the Board established the date of the Company's 2018 annual meeting of stockholders as June 22, 2018 (the “Annual Meeting”) and established the close of business on April 23, 2018 as the record date for determining stockholders entitled to receive notice of and to vote at the Annual Meeting. | tv488410_8k.htm |
| 2018-02-26 | 8-K | 2018-02-23 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 3.01 The disclosure set forth below in Item 5.02 relating to Alex Morrison’s resignation from the Board and the resulting notification provided to The NASDAQ Stock Market ("Nasdaq") is incorporated herein by reference. 5.02 On February 23, 2018, Alex Morrison resigned as a member of the Board of Directors of Pershing Gold Corporation (the “Company”). | tv487081_8k.htm |
| 2018-02-01 | 8-K | 2018-01-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 29, 2018, Debra Struhsacker notified Pershing Gold Corporation (the “Company”) that she intended to resign as Senior Vice President of the Company, effective January 31, 2018. | tv484660_8k.htm |
| 2018-01-18 | 8-K | 2018-01-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 11, 2018, Pershing Gold Corporation (the “Company”) entered into an Offer of Employment with Tim Janke dated January 10, 2018 and effective January 16, 2018 (the “Offer Letter”). | tv483561_8k.htm |
| 2018-01-08 | 8-K | 2018-01-03 | 1.01 Entry into a Material Definitive Agreement | 1.01 On January 3, 2018, Pershing Gold Corporation (the “Company”) entered into an indemnification agreement (the “Indemnification Agreement”) with Pamela Saxton, one of the Company’s directors. | tv482831_8k.htm |