PROSPECT GLOBAL RESOURCES INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2014-06-03: Form 8-K/A; Period of report 2014-05-24; Description 8.01 Other Events; Details 8.01.
- 2014-05-30: Form 8-K; Period of report 2014-05-24; Description 8.01 Other Events; Details 8.01.
- 2014-05-21: Form 8-K; Period of report 2014-05-15; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 5.02.
- 2014-05-13: Form 8-K; Period of report 2014-05-09; Description 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2014-06-03 | 8-K/A | 2014-05-24 | 8.01 Other Events | 8.01 The Karlsson Group has informed us that it will not extend the date by which we may prepay the approximately $154.8 million we owe under our senior secured debt to the Karlsson Group for $15 million beyond May 23, 2014. | a14-14719_18ka.htm |
| 2014-05-30 | 8-K | 2014-05-24 | 8.01 Other Events | 8.01 The Karlsson Group has informed us that it will not extend the date by which we may prepay the approximately $154.8 million we owe under our senior secured debt to the Karlsson Group for $15 million beyond May 23, 2014. | a14-14374_18k.htm |
| 2014-05-21 | 8-K | 2014-05-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 J. Ari Swiller, Reed Dickens and Daniel Neumann resigned from our board of directors and all committees and subcommittees thereof effective May 15, 2014. 8.01 On May 16, 2014, we obtained an extension of the date by which we may prepay the approximately $148 million we owe under our senior secured debt to the Karlsson Group for $15 million from May 16, 2014 to May 23, 2014. | a14-13174_18k.htm |
| 2014-05-13 | 8-K | 2014-05-09 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 8.01 We have no cash available for general corporate purposes. | a14-12643_18k.htm |
| 2014-05-02 | 8-K | 2014-05-01 | 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 | 2.03 On May 1, 2014, we entered into amendments to our loan documents with Karlsson (dated April 29, 2014) to extend the date by which we may prepay the entire Karlsson indebtedness for $15 million (the “Discounted Payment Amount”) to May 16, 2014. 3.02 Issuance of the new shares and warrants to Karlsson will not be registered under the Securities Act of 1933. 8.01 On May 1, 2014 we entered into waivers, dated April 29, 2014, with Very Hungry LLC and Scott Reiman 1991 Trust whereby they agreed to waive applicability of the full ratchet anti-dilution provisions of their Series A Warrants for our pending Series A Warrant exchange and any future transactions provided that we complete an equity financing (private or public) by the close of business on June 30, 2014 in an amount at least equal to the lesser of $17 million or the amount necessary to retire the Karlsson debt plus $2 million. | a14-11714_18k.htm |
| 2014-05-01 | 8-K | 2014-04-25 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 On April 25, 2014, we obtained an extension of the date by which we may prepay the approximately $153.8 million we owe under our senior secured debt to the Karlsson Group, Inc. (“Karlsson”) for $25 million from April 25, 2014 to April 29, 2014. | a14-11556_28k.htm |
| 2014-05-01 | 8-K | 2014-04-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 28, 2014 Damon G. Barber resigned as our president and chief executive officer effective that day. | a14-11556_38k.htm |
| 2014-04-24 | 8-K | 2014-04-23 | 8.01 Other Events | 8.01 On April 23, 2014, we obtained an extension of the date by which we may prepay the approximately $148 million we owe under our senior secured debt to the Karlsson Group for $25 million from April 23, 2014 to April 25, 2014. | a14-11044_18k.htm |
| 2014-04-21 | 8-K | 2014-04-15 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | a14-10875_18k.htm | |
| 2014-04-10 | 8-K | 2014-04-10 | 3.03 Material Modification to Rights of Security Holders; 8.01 Other Events | 3.03 On April 10, 2014 we commenced an exchange offer pursuant to which we are offering each of the holders of our 9,404,456 outstanding Series A Warrants the opportunity to exchange each warrant to purchase common stock for a share of common stock with no additional consideration being paid. 8.01 Our special shareholder meeting originally scheduled for 8:00 am, Mountain Time, on April 9, 2014 and adjourned to 8:00 am, Mountain time on April 10, 2014 has been cancelled because a quorum was not present at the meeting. | a14-10367_18k.htm |
| 2014-04-09 | 8-K | 2014-04-09 | 8.01 Other Events | 8.01 Our special shareholder meeting scheduled for 8:00 am, Mountain Time, on April 9, 2014 has been adjourned until 8:00 am, Mountain time, on April 10, 2014 because a quorum was not present at the meeting. | a14-10245_18k.htm |
| 2014-04-04 | 8-K | 2014-04-03 | 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 | 2.03 On April 3, 2014, we entered into amendments to our loan documents with The Karlsson Group, Inc. (“Karlsson”) to reduce the cash payment required to prepay the entire Karlsson indebtedness from $25 million to $15 million (the “Discounted Payment Amount”). 3.02 Issuance of the new shares and warrants to Karlsson will not be registered under the Securities Act of 1933. | a14-10006_18k.htm |
| 2014-04-03 | 8-K | 2014-04-03 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On April 3, 2014 we received written notification from The NASDAQ Stock Market that our common stock will be suspended from trading on The NASDAQ Stock Market effective at the open of business on Monday, April 7, 2014 because we have not achieved compliance with a NASDAQ listing rule that requires a minimum market value of listed common stock of $35 million. | a14-9971_18k.htm |
| 2014-03-14 | 8-K | 2014-03-12 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 On March 12, 2014, we entered into a new Extension Agreement (the “Extension Agreement) with The Karlsson Group, Inc. (“Karlsson”) whereby the date by which we may prepay the approximately $148 million we owe under our senior secured debt to the Karlsson Group for $25 million was extended from March 13, 2014 to April 10, 2014. | a14-8114_18k.htm |
| 2014-03-11 | 8-K | 2014-03-07 | 8.01 Other Events | 8.01 On March 7, 2014, we obtained an extension of the date by which we may prepay the approximately $148 million we owe under our senior secured debt to the Karlsson Group for $25 million from March 10, 2014 to March 13, 2014. | a14-7833_18k.htm |
| 2014-02-25 | 8-K/A | 2014-02-24 | 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 | 5.02 On August 30, 2013 at the 2013 annual meeting of stockholders of Prospect Global Resources Inc. our stockholders approved amendments to our Amended and Restated 2011 Employee Equity Incentive Plan and Amended and Restated 2011 Director and Consultant Equity Incentive Plan to increase the number of shares of common stock reserved for issuance under the plans from 13,500,000 and 8,200,000, respectively, to an aggregate of 96,700,000 shares which shall become 10% of our outstanding shares of capital stock from time to time on the first date upon which the aggregate number of shares available for grant under the plans is less than that amount. 5.03 At the 2013 annual meeting our stockholders approved granting authority to our board of directors to implement a reverse stock split of up to 50:1, and on August 30, 2013 our board approved a reverse stock split of 50:1 to be effective at 12:01 a.m mountain time on September 4, 2013. 5.07 We held our annual meeting of stockholders on August 30, 2013 at the offices of Brownstein Hyatt Farber Schreck, LLP, located at 410 17th Street, Suite 2200, Denver, CO 80202. 8.01 On September 4, 2013 we announced further details regarding our current drilling program. | a14-6390_28ka.htm |
| 2014-02-20 | 8-K | 2014-02-20 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events | 3.01 On April 25, 2013, we received written notification from The Nasdaq Stock Market that we are no longer in compliance with Nasdaq Listing Rule 5550(b)(2) because the market value of our listed securities has fallen below the $35 million minimum requirement for continued listing on the Nasdaq Capital Market for a period of at least 30 consecutive business days. 8.01 We intend to offer up to $25 million of common stock in a public underwritten offering. | a14-6390_18k.htm |
| 2014-02-12 | 8-K | 2014-02-11 | 3.03 Material Modification to Rights of Security Holders | 3.03 Effective February 11, 2014 we and each of the holders of approximately 720,000 of our Series A Warrants issued in our June 26, 2013 public offering agreed that we would reduce the exercise price from $4.05 to $1.50 in exchange for these warrants being exercised immediately and the issuance of a new Series A Warrant for each warrant exercised with an exercise price of $1.50, exercisable for five years only upon stockholder approval of the exercise. | a14-5391_28k.htm |
| 2014-02-06 | 8-K | 2014-01-31 | 8.01 Other Events | 8.01 On January 31, 2014, we obtained an extension of our obligation to deliver a NI 43 101 technical report to The Karlsson Group, Inc. from February 1, 2014 to March 10, 2014 under the senior first priority secured promissory note, as amended, issued to The Karlsson Group. | a14-5166_18k.htm |
| 2014-01-13 | 8-K | 2014-01-10 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 On January 10, 2014 we entered into an agreement with the holders of our two senior unsecured promissory notes pursuant to which we owe an aggregate amount of approximately $7.3 million in principal and interest. | a14-3321_18k.htm |
| 2013-12-16 | 8-K | 2013-12-10 | 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 | 2.03 On December 10, 2013, we entered into an Extension Agreement (the “Extension Agreement”) with The Karlsson Group, Inc. (“Karlsson”) which restructured the senior first priority secured promissory note, as amended (the “Karlsson Note”), that we originally issued to Karlsson on August 1, 2012 in connection with our purchase of Karlsson’s 50% interest in our subsidiary American West Potash LLC (the “Initial KG Transaction”). 3.02 Issuance of the new warrants will not be registered under the Securities Act of 1933. | a13-26313_28k.htm |
| 2013-12-13 | 8-K | 2013-12-10 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 On December 10, 2013, based on the recommendation of management, in consultation with our independent registered public accounting firm and our audit committee, we determined that certain costs incurred in connection with our Holbrook Basin potash project should have been expensed, rather than capitalized as development costs to comply with the U.S. Securities and Exchange Commission’s Industry Guide 7. | a13-26313_18k.htm |
| 2013-12-03 | 8-K | 2013-12-03 | 8.01 Other Events | 8.01 On December 3, 2013, we obtained an extension of our obligation to pay a tax gross-up payment of approximately $1.2 million by December 4, 2013 under the senior first priority secured promissory note, as amended, issued to The Karlsson Group, Inc. Under the extension, we have until December 10, 2013 to make the payment. | a13-25616_18k.htm |
| 2013-11-15 | 8-K | 2013-11-14 | 8.01 Other Events | 8.01 On November 14, 2013, we obtained an extension of our obligation to pay a gross-up payment of approximately $1.2 million by November 15, 2013 under the senior first priority secured promissory note, as amended, issued to The Karlsson Group, Inc. Under the extension, we have until December 4, 2013 to make the payment. | a13-24427_18k.htm |
| 2013-11-07 | 8-K | 2013-11-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Prospect Global has entered into amended and restated employment agreements with Gregory Dangler, our interim chief financial officer, and Wayne Rich, our treasurer and senior vice president of finance and accounting and chief accounting officer. | a13-23774_18k.htm |
| 2013-10-25 | 8-K | 2013-10-23 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On April 25, 2013, we received written notification from The Nasdaq Stock Market that we are no longer in compliance with Nasdaq Listing Rule 5550(b)(2) because the market value of our listed securities has fallen below the $35 million minimum requirement for continued listing on the Nasdaq Capital Market for a period of at least 30 consecutive business days. | a13-22552_38k.htm |
| 2013-10-03 | 8-K | 2013-09-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 30, 2013 the Company’s board of directors appointed Reed Dickens and Daniel J. Neumann to its board of directors. | a13-21762_18k.htm |
| 2013-09-26 | 8-K | 2013-09-25 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 The issuance of the Series B-1 Warrants described in Item 1.01 was exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933. 8.01 On September 17, 2013 we were granted a waiver by the holders of the promissory notes we have issued to affiliates of Apollo Global Management, LLC of our obligation under the notes to apply 10% of $2,000,000 of the proceeds of the warrant exercises described in Item 1.01 to the notes. | a13-20960_28k.htm |
| 2013-09-19 | 8-K | 2013-09-18 | 8.01 Other Events | 8.01 We announced today that Sichuan Chemical Industry Holding (Group) Co., Ltd. has issued us a letter of intent indicating interest in up to a $20 million strategic investment in us to further the development of our Holbrook Project. | a13-20960_18k.htm |
| 2013-09-16 | 8-K | 2013-09-13 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 On September 13, 2013, we entered into an Extension Agreement (the “Extension Agreement”) with The Karlsson Group, Inc. (“Karlsson”) which amended the senior first priority secured promissory note (the “Karlsson Note”) that we issued to Karlsson on August 1, 2012 and amended on April 15 and June 26, 2013 in connection with our purchase of Karlsson’s 50% interest in our subsidiary American West Potash LLC (the “Initial KG Transaction”). | a13-20761_18k.htm |
| 2013-09-10 | 8-K | 2013-09-09 | 8.01 Other Events | 8.01 On September 9, 2013, we obtained an extension of our obligation to pay a gross-up payment of approximately $1.2 million by September 10, 2013 under the senior first priority secured promissory note, as amended, issued to The Karlsson Group, Inc. Under the extension, we have until September 13, 2013 to make the payment. | a13-20461_18k.htm |
| 2013-09-04 | 8-K | 2013-08-30 | 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 | 5.02 On August 30, 2013 at the 2013 annual meeting of stockholders of Prospect Global Resources Inc. our stockholders approved amendments to our Amended and Restated 2011 Employee Equity Incentive Plan and Amended and Restated 2011 Director and Consultant Equity Incentive Plan to increase the number of shares of common stock reserved for issuance under the plans from 13,500,000 and 8,200,000, respectively, to an aggregate of 96,700,000 shares which shall become 10% of our outstanding shares of capital stock from time to time on the first date upon which the aggregate number of shares available for grant under the plans is less than that amount. 5.03 At the 2013 annual meeting our stockholders approved granting authority to our board of directors to implement a reverse stock split of up to 50:1, and on August 30, 2013 our board approved a reverse stock split of 50:1 to be effective at 12:01 a.m mountain time on September 4, 2013. 5.07 We held our annual meeting of stockholders on August 30, 2013 at the offices of Brownstein Hyatt Farber Schreck, LLP, located at 410 17th Street, Suite 2200, Denver, CO 80202. 8.01 On September 4, 2013 we announced further details regarding our current drilling program. | a13-20123_18k.htm |
| 2013-07-10 | 8-K | 2013-07-09 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 3.02 On July 10, 2013 we issued 5.5 million shares of our newly created senior mandatorily convertible preferred stock pursuant to the agreement described in Item 1.01in exchange for $5.5 million aggregate principal amount of subordinated promissory notes issued by us. 7.01 On July 9, 2013 we issued a press release announcing that our Investor/Analyst luncheon will take place on July 22nd, 2013 in New York City at which we will discuss and review our Pre-Feasibility Study results, which we plan to release prior to July 22nd.The press release is filed as exhibit 99.1 to this report. | a13-16458_18k.htm |
| 2013-06-28 | 8-K/A | 2012-11-29 | 9.01 Financial Statements and Exhibits | 9.01 Exhibit No. Identification of Exhibits 10.1 Securities Purchase Agreement, dated November 29, 2012, by and among Prospect Global Resources Inc., and the Purchasers named therein. | a13-15841_18ka.htm |
| 2013-06-27 | 8-K | 2013-06-26 | 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 | 1.01 Entry into a Material Definitive Agreement. 2.03 On June 26, 2013, we entered into agreements to amend our senior debt to The Karlsson Group, Inc. The amendments are described in Item 203 of our Current Report on Form 8-K filed on June 26, 2013. | a13-14673_98k.htm |
| 2013-06-26 | 8-K | 2013-06-26 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a13-14673_78k.htm |
| 2013-06-26 | 8-K | 2013-06-25 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 On June 26, 2013, we entered into a Second Extension Agreement (the “Extension Agreement”) with The Karlsson Group, Inc. (“Karlsson”) which amended the senior first priority secured promissory note (the “Karlsson Note”) that we issued to Karlsson on August 1, 2012 and amended on April 15, 2013 in connection with our purchase of Karlsson’s 50% interest in our subsidiary American West Potash LLC. | a13-14673_88k.htm |
| 2013-06-25 | 8-K | 2013-06-24 | 8.01 Other Events | 8.01 On June 24, 2013, we obtained a second extension of our obligation to raise $7 million by June 17, 2013 under the senior first priority secured promissory note, as amended, issued to The Karlsson Group Inc. Under the second extension, we have until June 26, 2013 to enter into a formal written agreement with The Karlsson Group revising the terms of the senior debt. | a13-14673_68k.htm |
| 2013-06-21 | 8-K | 2013-06-20 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 We are engaged in the exploration and development of a potash mine in the Holbrook Basin of eastern Arizona, which we refer to as the Holbrook Project. | a13-15421_18k.htm |
| 2013-06-19 | 8-K | 2013-06-13 | 1.01 Entry into a Material Definitive Agreement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.01 On June 13, 2013, we received written notification from The Nasdaq Stock Market (“Nasdaq”) that we had failed to comply with Listing Rule 5635(c), which requires that listed companies obtain stockholder approval before establishing or materially amending certain compensatory arrangements pursuant to which stock may be acquired by directors, but noted that we had subsequently cured such non-compliance. 8.01 On June 17, 2013, we terminated our previously announced rights offering which was scheduled to expire that same day at 5:00 p.m., New York City time. | a13-14673_58k.htm |
| 2013-06-13 | 8-K | 2013-06-13 | 8.01 Other Events | 8.01 On May 22, 2013, we filed a prospectus supplement related to our previously announced rights offering and launched the rights offering. | a13-14441_48k.htm |
| 2013-06-11 | 8-K | 2013-06-11 | 8.01 Other Events | 8.01 On May 22, 2013, we filed a prospectus supplement related to our previously announced rights offering and launched the rights offering. | a13-14441_38k.htm |
| 2013-06-07 | 8-K | 2013-06-07 | 8.01 Other Events | 8.01 On May 22, 2013, we filed a prospectus supplement related to our previously announced rights offering and launched the rights offering. | a13-14441_28k.htm |
| 2013-06-06 | 8-K/A | 2013-03-07 | 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.02 On March 7, 2013, we entered into a Termination and Release Agreement with certain affiliates of certain investment funds managed by Apollo Global Management, LLC (which we refer to collectively as the Apollo Parties) that terminates the Securities Purchase Agreement, Investors Rights Agreement and Royalty Agreement entered into with the Apollo Parties in November, 2012 (as amended in December, 2012). 2.03 The two Promissory Notes issued on March 7, 2013 to the Apollo Parties for an aggregate of approximately $6.75 million under the Termination and Release Agreement bear cash interest at an annual rate of 11% and mature on September 3, 2013. | a13-14441_18ka.htm |
| 2013-05-22 | 8-K | 2013-05-22 | 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; 8.01 Other Events | 1.01 Entry into a Definitive Agreement. 2.03 On May 2, 2013 we borrowed $5.0 million of unsecured subordinated debt from two of our stockholders, Very Hungry LLC and Scott Reiman 1991 Trust, represented by $5.5 million aggregate principal amount of subordinated notes. 8.01 On May 22, 2013 we filed a prospectus supplement related to our previously announced rights offering and launched the rights offering. | a13-12853_48k.htm |
| 2013-05-22 | 8-K/A | 2012-08-01 | 1.02 Termination of 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; 8.01 Other Events | 1.02 Entry into a Material Definitive Agreement. 2.03 The $125,000,000 senior first priority secured promissory note issued to The Karlsson Group, Inc. bears interest at 9% per annum, payable annually on the anniversary date of the note and on each principal payment date. 3.02 Karlsson Group Warrant. 8.01 On August 2, 2012 Prospect Global’s subsidiary, American West Potash, LLC, received an updated final NI 43-101 compliant mineral resource estimate report, a technical report issued by a third party natural resource expert, with respect to the potash resource on America West Potash’s acreage near Holbrook, Arizona. | a13-12963_28ka.htm |
| 2013-05-08 | 8-K | 2013-05-02 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 2.03 On May 2, 2013 we borrowed $5.0 million of unsecured subordinated debt from two of our stockholders, Very Hungry LLC and Scott Reiman 1991 Trust. 8.01 On May 8, 2013 we announced that we intend to commence a rights offering to our shareholders. | a13-11917_18k.htm |
| 2013-05-06 | 8-K | 2013-04-30 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 We are considering conducting a rights offering of securities to our existing stockholders and have set 5:00 p.m., New York City time, on May 16, 2013 as the record date for such rights offering. | a13-11664_18k.htm |
| 2013-04-26 | 8-K | 2013-04-23 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On April 23, 2013, we received written notification from The Nasdaq Stock Market that for the last 30 consecutive business days, the bid price of our common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Capital Market based on Listing Rule 5550(a)(1). | a13-10947_18k.htm |
| 2013-04-17 | 8-K | 2013-04-15 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 On April 15, 2013, we entered into agreements to restructure our senior debt to The Karlsson Group, Inc. The restructuring is described in Item 203 of our Current Report on Form 8-K filed on April 16, 2013. | a13-7394_48k.htm |
| 2013-04-16 | 8-K | 2013-04-15 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 2.03 On April 15, 2013, we entered into an Extension Agreement (the “Extension Agreement”) with The Karlsson Group, Inc. (“Karlsson”) which restructured the senior first priority secured promissory note (the “Karlsson Note”) that we issued to Karlsson on August 1, 2012 in connection with our purchase of Karlsson’s 50% interest in our subsidiary American West Potash LLC (the “Initial KG Transaction”). 5.02 On April 4, 2013 we announced that Brian Wallace, our executive vice president and chief operating officer, resigned effective April 2, 2013. 7.01 On April 16, 2013 we announced that we had restructured our senior debt with The Karlsson Group, Inc. The press release is attached as Exhibit 99.1. | a13-7394_38k.htm |
| 2013-04-04 | 8-K | 2013-03-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Brian Wallace, our executive vice president and chief operating officer, resigned effective April 2, 2013. | a13-9467_18k.htm |
| 2013-04-01 | 8-K | 2013-03-30 | 8.01 Other Events | 8.01 Prospect Global is in active negotiations with The Karlsson Group Inc. to restructure our obligations to The Karlsson Group. | a13-9213_18k.htm |
| 2013-03-13 | 8-K | 2013-03-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 Prospect Global has appointed Damon G. Barber, previously our chief financial officer, as president and chief executive officer effective March 7, 2013. 7.01 On March 13, 2013 we released a press release which is attached as Exhibit 99.1. | a13-7394_18k.htm |
| 2013-03-11 | 8-K | 2013-03-07 | 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.02 On March 7, 2013, we entered into a Termination and Release Agreement with certain affiliates of certain investment funds managed by Apollo Global Management, LLC (which we refer to collectively as the Apollo Parties) that terminates the Securities Purchase Agreement, Investors Rights Agreement and Royalty Agreement entered into with the Apollo Parties in November, 2012 (as amended in December, 2012). 2.03 The two Promissory Notes issued on March 7, 2013 to the Apollo Parties for an aggregate of approximately $6.75 million under the Termination and Release Agreement bear cash interest at an annual rate of 11% and mature on September 3, 2013. | a13-7060_28k.htm |
| 2013-03-08 | 8-K | 2013-03-07 | 7.01 Regulation FD Disclosure | 7.01 On March 7, 2013 we announced the appointment of Damon G. Barber as president and chief executive officer, Gregory M. Dangler as interim chief financial officer and the termination of our prior agreement with certain affiliates of certain investment funds indirectly managed by Apollo Global Management, LLC. | a13-7060_18k.htm |
| 2013-02-19 | 8-K | 2013-02-16 | 8.01 Other Events | 8.01 On February 16, 2013 our board of directors set Thursday, February 21, 2013 as the new record date for the postponed special shareholder meeting to consider and vote upon the previously announced financing with certain affiliates of certain investment funds indirectly managed by Apollo Global Management, LLC (“Apollo”). | a13-5568_18k.htm |
| 2013-02-14 | 8-K | 2013-02-13 | 7.01 Regulation FD Disclosure | 7.01 On February 13, 2013 we announced further details regarding the status of our state mineral-lease and air-quality permits. | a13-5186_18k.htm |
| 2013-01-29 | 8-K | 2013-01-29 | 8.01 Other Events | 8.01 We have rescheduled our analyst and investor day that was previously scheduled for February 5, 2013. | a13-3841_18k.htm |
| 2013-01-16 | 8-K | 2013-01-15 | 8.01 Other Events | 8.01 The special shareholder meeting scheduled for Wednesday, January 16, 2013 at 2:30 pm, Mountain Time, has been postponed so that updated proxy information can be completed by Prospect Global. | a13-3020_18k.htm |
| 2013-01-10 | 8-K | 2013-01-08 | 8.01 Other Events | 8.01 On January 8, 2013 we announced that we will host an analyst and investor day on February 5, 2013. | a13-2676_18k.htm |
| 2012-12-26 | 8-K | 2012-12-21 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a2212292z8-k.htm |
| 2012-12-18 | 8-K | 2012-12-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Prospect Global has appointed Damon G. Barber as chief financial officer effective December 13, 2012. | a12-29664_18k.htm |
| 2012-12-13 | 8-K | 2012-12-13 | 7.01 Regulation FD Disclosure | 7.01 On December 13, 2012 we released a press release containing an operations update which is furnished as exhibit 99.1 and appears on our website. | a12-29309_18k.htm |
| 2012-12-04 | 8-K | 2012-11-29 | 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; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 2.03 To the extent applicable, the contents of Item 1.01 above are incorporated into this Item 2.03 by this reference. 5.02 The Company's board of directors appointed James Dietz to the board of directors effective November 29, 2012. | a2212023z8-k.htm |
| 2012-11-20 | 8-K | 2012-11-18 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Definitive Agreement. | a12-27604_18k.htm |
| 2012-11-09 | 8-K | 2012-11-08 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Definitive Agreement. | a12-25005_68k.htm |
| 2012-11-01 | 8-K | 2012-11-01 | 8.01 Other Events | a12-25834_18k.htm | |
| 2012-10-26 | 8-K | 2012-10-26 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Definitive Agreement. | a12-25005_48k.htm |
| 2012-10-22 | 8-K | 2012-10-18 | 1.02 Termination of a Material Definitive Agreement | 1.02 Entry into a Material Definitive Agreement. | a12-24552_18k.htm |
| 2012-10-18 | 8-K | 2012-10-18 | 8.01 Other Events | 8.01 On October 18, 2012 we announced results from our interim engineering report. | a12-24412_18k.htm |
| 2012-08-30 | 8-K | 2012-08-27 | 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 | 5.02 On August 27, 2012, at the 2012 annual meeting of stockholders of Prospect Global Resources Inc. our stockholders approved an amendment to Prospect’s 2011 Employee Equity Incentive Plan to increase the number of shares of common stock reserved for issuance under this plan from 5,000,000 to 13,500,000. 5.03 At the annual meeting our stockholders approved amendments to our Articles of Incorporation. 5.07 We held the annual meeting of stockholders on August 27, 2012 at the offices of Brownstein Hyatt Farber Schreck, LLP, located at 410 17th Street, Suite 2200, Denver, CO 80202. | a12-19585_18k.htm |
| 2012-08-06 | 8-K | 2012-08-01 | 1.02 Termination of 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; 8.01 Other Events | 1.02 Entry into a Material Definitive Agreement. 2.03 The $125,000,000 senior first priority secured promissory note issued to The Karlsson Group, Inc. bears interest at 9% per annum, payable annually on the anniversary date of the note and on each principal payment date. 3.02 Karlsson Group Warrant. 8.01 On August 2, 2012 Prospect Global’s subsidiary, American West Potash, LLC, received an updated final NI 43-101 compliant mineral resource estimate report, a technical report issued by a third party natural resource expert, with respect to the potash resource on America West Potash’s acreage near Holbrook, Arizona. | a12-17660_18k.htm |
| 2012-07-17 | 8-K/A | 2012-05-30 | 1.02 Termination of a Material Definitive Agreement | 1.02 Entry into a Material Definitive Agreement. | a12-16451_18ka.htm |
| 2012-06-29 | 8-K | 2012-06-28 | 1.01 Entry into a Material Definitive Agreement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events | 1.01 On June 29, 2012 we entered into an underwriting agreement with Dahlman Rose & Company, LLC, ROTH Capital Partners, LLC, Sterne Agee & Leach, Inc., Wunderlich Securities, Inc. and Gilford Securities Incorporated (the “Underwriters”) relating to a registered underwritten offering of 15,400,000 shares of our common stock at $2.60 per share for gross proceeds of $40,040,000. 3.01 On June 27, 2012, our board of directors approved our transfer from the OTC Bulletin Board to The NASDAQ Capital Market. 8.01 On June 29, 2012, we announced the pricing of the offering described in Item 1.01. | a12-15663_18k.htm |
| 2012-06-19 | 8-K | 2012-06-19 | 8.01 Other Events | 8.01 On June 19, 2012 we announced that we intend to offer 15 million shares of common stock in a public underwritten offering. | a12-14848_38k.htm |
| 2012-06-18 | 8-K | 2012-06-13 | 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 3.02 On May 30, 2012, we issued a warrant to purchase 5,605,834 shares of our common stock for $4.25 per share to The Karlsson Group (the “Warrant”), which was as filed as Exhibit 4.1 to our Current Report on Form 8-K filed on June 4, 2012 (the “Original Current Report”). 5.02 Brian W. Wallace will become our executive vice president and chief operating officer on August 15, 2012. | a12-14880_18k.htm |
| 2012-06-04 | 8-K | 2012-05-30 | 1.02 Termination of 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 | 1.02 Entry into a Material Definitive Agreement. 2.03 The $125,000,000 senior first priority secured promissory note to be issued to The Karlsson Group, Inc. at closing will bear interest at 9% per annum, payable annually on the anniversary date of the note and on each principal payment date. 3.02 The warrant to purchase 5,605,834 shares of our common stock for $4.25 per share that we issued on May 30, 2012 to The Karlsson Group is exercisable for seven years from May 30, 2012. | a12-13602_18k.htm |
| 2012-05-15 | 8-K | 2012-05-15 | 7.01 Regulation FD Disclosure | 7.01 On May 15, 2012 we posted a Corporate Presentation on our website which is filed as an exhibit to this report. | a12-12244_18k.htm |
| 2012-04-12 | 8-K | 2012-04-12 | 7.01 Regulation FD Disclosure | 7.01 On April 12, 2012 we posted our annual report to shareholders on our website which includes materials not filed as part of our annual report on Form 10-K. The unfiled materials are an exhibit to this report. | a12-7374_38k.htm |
| 2012-03-21 | 8-K | 2012-03-16 | 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 Scott Reiman resigned from the Company’s board of directors on March 16, 2012. 5.03 On March 20, 2012 the Company’s board of directors resolved to change the Company’s fiscal year end from December 31 to March 31, commencing with the 12 month period ending March 31, 2012. | a12-7668_18k.htm |
| 2012-03-15 | 8-K | 2012-03-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The Company’s board of directors appointed Devon Archer to the board of directors effective March 9, 2012. | a12-7272_18k.htm |
| 2011-12-22 | 8-K | 2011-12-16 | 8.01 Other Events | 8.01 On December 16, 2011 Prospect Global’s subsidiary, American West Potash, LLC, received a preliminary economic assessment report, issued by a third party natural resource expert, with respect to the potash reserves on America West Potash’s acreage near Holbrook, Arizona. | c26091e8vk.htm |
| 2011-12-05 | 8-K | 2011-11-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The Company’s board of directors appointed Mr. Zhi Zhong Qiu, age 56, to the board of directors effective November 29, 2011. | c25598e8vk.htm |
| 2011-11-29 | 8-K | 2011-11-22 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 Issuance of the shares and warrant described above was not registered under the Securities Act of 1933. | c25325e8vk.htm |
| 2011-11-01 | 8-K | 2011-10-27 | 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 As reported in Item 5.07, On October 27, 2011 the shareholders elected Dr. Barry Munitz, Chad Brownstein, Marc Holtzman, Scott Reiman, J. Ari Swiller and Patrick L. Avery to the board of directors to serve until the next annual meeting of shareholders and until their successors are elected and qualified. 5.07 The registrant held its annual meeting of stockholders on October 27, 2011. | c24022e8vk.htm |
| 2011-10-19 | 8-K | 2011-10-17 | 8.01 Other Events | 8.01 On October 17, 2011 Prospect Global’s subsidiary, American West Potash, LLC, received a final NI 43-101 compliant mineral resource estimate report, a technical report issued by a third party natural resource expert, with respect to the potash reserves on America West Potash’s acreage near Holbrook, Arizona. | c23394e8vk.htm |
| 2011-09-23 | 8-K | 2011-09-19 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 Issuance of the convertible note and warrant described above was not registered under the Securities Act of 1933. | c22704e8vk.htm |
| 2011-08-30 | 8-K | 2011-08-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The Company’s board of directors appointed Chad Brownstein and Scott Reiman to the board of directors effective August 24, 2011. | c22031e8vk.htm |
| 2011-08-19 | 8-K | 2011-08-15 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | c21763e8vk.htm |
| 2011-08-05 | 8-K | 2011-08-03 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 Issuance of the convertible note and warrants described above was not registered under the Securities Act of 1933. | c21003e8vk.htm |
| 2011-08-02 | 8-K | 2011-07-27 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 We are filing a corrected version of a warrant to purchase common stock issued to COR Capital LLC as investment advisor on behalf of COR US Equity Income Fund issued on April 25, 2011. | c20734e8vk.htm |
| 2011-07-20 | 8-K | 2011-07-14 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 Recently, we amended and restated our bylaws, which are filed as Exhibit 3.2 to this current report on Form 8-K. The principle changes were to remove the Secretary and Assistant Secretary as signatories to our stock certificates. | c20138e8vk.htm |
| 2011-07-08 | 8-K | 2011-07-05 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 Issuance of the shares of common stock described above was not registered under the Securities Act of 1933. | c19775e8vk.htm |
| 2011-04-26 | 8-K | 2011-04-20 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 3.02 Issuance of the Debentures, including the Placement Agent Debentures, described above was not registered under the Securities Act of 1933. 5.02 The Company’s board of directors appointed Marc Holtzman to the board of directors effective April 21, 2011. | c15999e8vk.htm |
| 2011-03-31 | 8-K/A | 2011-02-11 | 1.01 Entry into a Material Definitive Agreement; 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; 4.01 Changes in Registrant's Certifying Accountant; 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; 5.06 Change in Shell Company Status | 1.01 On February 11, 2011, Triangle entered into an agreement and plan of merger, also referred to herein as the merger agreement, with Triangle’s wholly-owned subsidiary Prospect Global Acquisition Inc., old Prospect Global and Denis M. Snyder. 2.01 On February 11, 2011, Prospect completed the reverse merger transaction contemplated by the merger agreement whereby Triangle’s wholly-owned subsidiary Prospect Global Acquisition Inc., a merger entity formed for this transaction, merged with and into old Prospect Global, with old Prospect Global surviving the merger. 2.03 See Item 2.01 of this current report, generally, and the disclosure under the caption "Management's Discussion and Analysis or Plan of Operation" under Item 2.01 of this current report specifically, which are incorporated herein by reference. 3.02 On March 11, 2011 the Company issued a $500,000 convertible secured note due January 24, 2012 to COR Capital LLC, as investment advisor on behalf of the COR US Equity Income Fund. 4.01 (a) Dismissal of Previous Independent Registered Public Accounting Firm. 5.02 (a) Resignation of Directors Effective February 11, 2011, Denis M. Snyder and Joseph E. McMillan have agreed to resign as the directors of Prospect. 5.03 On February 11, 2011 we amended and restated our articles of incorporation, which are filed as Exhibit 10.8 to this current report on Form 8-K. The principle change was to change our name from Triangle Castings, Inc. to Prospect Global Resources Inc. to better reflect our change in business direction. 5.06 As explained more fully in Item 2.01 above, our new board of directors and management believe that we were a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) immediately before the closing of this merger. | f8k021111a1_prospectgbl.htm |
| 2011-03-17 | 8-K | 2011-03-11 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 Issuance of the Note described above was not registered under the Securities Act of 1933. | f8k031111_prospect.htm |
| 2011-02-11 | 8-K | 2011-02-11 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 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; 5.06 Change in Shell Company Status | 1.01 As more fully described in Item 2.01 below, on February 11, 2011, we executed an agreement and plan of merger and purchased 100% of the issued and outstanding stock of Prospect Global Resources Inc. from its stockholders. 2.01 As described in Item 1.01 above, on February 11, 2011, we acquired Prospect Global Resources Inc., a company engaged in the exploration and mining of natural resources which possess demand pull characteristics and long term global demand strength. 3.02 Pursuant to a convertible promissory note and in connection with the merger, on February 11, 2011, we issued 77,955, shares of our common stock to Gretchen Ross at a $3.00 per share conversion price. 4.01 (a) Dismissal of Previous Independent Registered Public Accounting Firm. 5.01 As explained more fully in Item 2.01, in connection with the merger, effective February 11, 2011, we entered into cancellation agreements, whereby Denis M. Snyder has agreed that his 5,000,000 shares were canceled upon the closing of the merger. 5.02 Effective February 11, 2011, Denis M. Snyder and Joseph E. McMillan have agreed to resign as the directors of Prospect. 5.06 As explained more fully in Item 2.01 above, our new board of directors and management believe that we were a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) immediately before the closing of this merger. | f8k021111_trianglecast.htm |
| 2010-08-17 | 8-K | 2010-08-13 | 5.06 Change in Shell Company Status | 5.06 Triangle Castings, Inc. (the “Company”) belies based the progress of its ongoing business operation the Company has ceased to be a shell company, as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. | f8k081310_triangle.htm |