Current Report Filing (8-k)
March 12 2014 - 6:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): February 18, 2014
INCEPTION
MINING INC.
(Exact
name of registrant as specified in its charter)
(Former
Name of Registrant)
Nevada |
|
333-147056 |
|
35-2302128 |
(State or Other
Jurisdiction of |
|
(Commission |
|
(IRS Employer |
Incorporation) |
|
File
Number) |
|
Identification Number) |
5320
South 900 East, Suite 260
Murray,
Utah 84107
(Address
of principal executive offices) (zip code)
801-428-9703
(Registrant’s
telephone number, including area code)
Copies
to:
Fleming
PLLC
49
Front Street, Suite 206
Rockville
Centre, New York 11570
Phone:
(516) 833-5034
Fax:
(516) 977-1209
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 (see General Instruction A.2. below):
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 |
|
Entry Into A Material Definitive Agreement |
Item
2.03 |
|
Creation
of a Direct Financial Obligation |
Item 3.02
|
|
Unregistered
Sales of Equity Securities |
On
February 18, 2014, Inception Mining Inc. (the “Company”) entered into a Note Purchase Agreement with Iconic Holdings,
LLC (“Iconic”), for the sale of an 10% convertible promissory note in the principal amount of $220,000 with an original
issue discount of $20,000 (the “Note”). The initial purchase price under the Note was $55,000 (the “Initial
Closing Amount”) which closed on February 28, 2014. $5,000 (the “Fee”) of the Initial Closing Amount was retained
by Iconic through an original issue discount for due diligence and legal bills related to the transaction.
The
Note bears interest at the rate of 10% per annum. All interest and principal must be repaid on February 18, 2015. The Note is
convertible into common stock, at Iconic’s option and will be equal to the lower of $0.45 or 60% of the lowest three daily
VWAPs (Volume Weighted Average Price) of the Company’s common stock during the 20 consecutive trading days prior to the
date on which Iconic elects to convert all or part of the Note. If the Company is placed on “chilled” status with
the Depository Trust Company, the discount will be increased by 10% until such chill is remedied. The Note may not be prepaid
in whole or in part by the Company.
Iconic
has agreed to restrict its ability to convert the Note and receive shares of common stock such that the number of shares of common
stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 9.99% of the then issued
and outstanding shares of common stock of the Company. Additionally, Iconic may not convert more than $15,000 in principal and/or
accrued interest during any three week period. The total net proceeds the Company received from this Offering was $55,000, less
the Fee. As of the date of the Note, the Company is obligated on the Note issued to Iconic
in connection with the offering. The Note is a debt obligation arising other than in the ordinary course of business, which constitutes
a direct financial obligation of the Company.
The
Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”)
for the private placement of these securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated there under
since, among other things, the transaction did not involve a public offering, Iconic is an accredited investor, Iconic had access
to information about the Company and their investment, Iconic took the securities for investment and not resale, and the Company
took appropriate measures to restrict the transfer of the securities.
Item
9.01 Financial Statements and Exhibits
Exhibit No. |
|
Description
of Exhibit |
|
|
|
4.1 |
|
Note Purchase
Agreement by and among the Company and the Iconic Holdings, LLC, dated February 18, 2014 |
4.2 |
|
Convertible Promissory
Note issued to Iconic Holdings, LLC |
SIGNATURES
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.
|
INCEPTION MINING INC. |
|
|
|
Date: March 11, 2014 |
By: |
/s/ Michael Ahlin |
|
|
Michael Ahlin |
|
|
Chief Executive Officer |
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