Please make note of when shares will be registered and can be sold no sooner than!
Looks like Wainwright did their job. Until reporting individuals reveal how much they swalllo....err, I mean gagged on, will participation by Frost, Honig, or even Santa himself will be revealed.
8-K filing 7.9.2014
Subscription Agreements, Unit Purchase Agreement, Warrants and Registration Rights Agreement
On July 2, 2014, Pershing Gold Corporation (the “Company”) issued 26,578,854 Units, with each Unit comprised of one share of Common Stock (the “Unit Shares”) and a 30 month warrant (the “Warrant”) to purchase 0.4 of a share of Common Stock (the “Warrant Shares”) at an exercise price of $0.45, for a total of 26,578,854 shares of Common Stock and Warrants to acquire an additional 10,631,522 shares of Common Stock, all pursuant to subscription agreements (each, a “Subscription Agreement”) and a unit purchase agreement (the “Unit Purchase Agreement”) entered into with several accredited investors. The gross proceeds totaled approximately $9.0 million.
The Units were subscribed to pursuant to Subscription Agreements entered into on July 2, 2014 between the Company and certain accredited investors. The Subscription Agreements contain customary terms and conditions including, among other things, terms of the subscription, representations and warranties by the Company and each investor, and indemnification. The Units were sold pursuant to the Unit Purchase Agreement dated July 2, 2014 between the Company and the accredited investors. The Unit Purchase Agreement contains customary terms and conditions including, among other things, representations and warranties by the Company and each investor, closing deliveries, and indemnification.
The Warrants sold as part of the Units are exercisable immediately at an exercise price of $0.45 per share of Common Stock, subject to adjustment in the event of stock dividends, recapitalizations or certain other transactions. The Warrants will expire on January 2, 2017.
In connection with the private placement, the Company and the investors entered into a registration rights agreement dated July 2, 2014 (the “Registration Rights Agreement”) which requires the Company, at any time after August 15, 2014, to file a registration statement under the Securities Act of 1933, as amended, to register the resale of the Common Stock issued as part of the Units and the Common Stock issuable upon the exercise of the Warrants. The Registration Rights Agreement also contains piggyback registration rights requiring the Company to include such holders’ shares of Common Stock in future registration statements that may be filed by the Company.
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