SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 30, 2012
Pershing Gold Corporation
(exact name of registrant as specified in its charter)
Registrant’s telephone number, including area code: (877) 705-9357
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Item 1.01 Entry into a Material Definitive Agreement
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. The purchase price for one share of common stock and a warrant to acquire 0.40 of a share of common stock was $0.33.
The Common Stock and Warrants were sold pursuant to subscription agreements (each a “Subscription Agreement”) between the Company and the Purchasers. The Subscription Agreements contain customary terms regarding, among other things, representations and warranties and indemnification.
The Warrants are exercisable immediately at an exercise price of $0.50 per share and will expire on December 7, 2015. The Warrant contains customary adjustment provisions in the event of dividends or recapitalizations.
Copies of the form of Warrant and Subscription Agreement are filed herewith as Exhibits 4.1 and 10.1, respectively. The foregoing summary of the terms of these agreements does not purport to be complete and is qualified in its entirety by reference to the text of the Agreements.
Item 3.02 Unregistered Sales of Equity Securities
The information provided in Item 1.01 is incorporated herein by reference. In addition, the Company paid aggregate consideration of 303,030 shares of its Common Stock and 121,212 Warrants, in lieu of $100,000, to Palladium Capital Advisors, LLC as consideration for certain placement agent services in connection with the Private Placement. In these unregistered sales to accredited investors, the Company relied on the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, or Rule 506 of Regulation D.
Item 9.01. Financial Statements and Exhibits.
(d) The following are filed as exhibits to this report on Form 8-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 3, 2012