Post by icemandios on Mar 30, 2016 23:58:31 GMT
On March 28, 2016, Pershing Gold Corporation (the “Company”) issued 1,850,000 Units, with each Unit comprised of one share of common stock and a 30 month warrant to purchase 0.5 of a share of common stock at an exercise price of $4.35 (the “Warrants”), for a total of 1,850,000 shares of common stock and Warrants to acquire an additional 925,000 shares of common stock. The Company received gross proceeds of approximately $6.0 million.
The Units were purchased under a Subscription Agreement (the “Subscription Agreement”) entered into on March 24, 2016 between the Company and a certain accredited investor. The Subscription Agreement contains customary terms and conditions including, among other things, terms of the subscription and investor and Company representations and warranties.
The Warrants sold as part of the Units are exercisable six months and one day after issuance at an exercise price of $4.35 per share of common stock, subject to adjustment in the event of stock dividends, recapitalizations or certain other transactions. The Warrants will expire on September 28, 2018.
In connection with the private placement, the Company and the investor entered into a registration rights agreement dated March 28, 2016 (the “Registration Rights Agreement”) which requires the Company 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 the investor’s shares of common stock in future registration statements that may be filed by the Company under certain circumstances.
The foregoing summary of the terms of the Warrants, the Subscription Agreement, and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Warrants, the Subscription Agreement, and the Registration Rights Agreement, which are attached hereto as Exhibits 4.1, 10.1 and 10.2, respectively.
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The Units were purchased under a Subscription Agreement (the “Subscription Agreement”) entered into on March 24, 2016 between the Company and a certain accredited investor. The Subscription Agreement contains customary terms and conditions including, among other things, terms of the subscription and investor and Company representations and warranties.
The Warrants sold as part of the Units are exercisable six months and one day after issuance at an exercise price of $4.35 per share of common stock, subject to adjustment in the event of stock dividends, recapitalizations or certain other transactions. The Warrants will expire on September 28, 2018.
In connection with the private placement, the Company and the investor entered into a registration rights agreement dated March 28, 2016 (the “Registration Rights Agreement”) which requires the Company 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 the investor’s shares of common stock in future registration statements that may be filed by the Company under certain circumstances.
The foregoing summary of the terms of the Warrants, the Subscription Agreement, and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Warrants, the Subscription Agreement, and the Registration Rights Agreement, which are attached hereto as Exhibits 4.1, 10.1 and 10.2, respectively.
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