GVBT Green Vision Biotechnology Corporation (PK)

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): June 11, 2014

Pershing Gold Corporation

(exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (877) 705-9357

(Former name or former address, if changed since last report)

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:

o                  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                  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

On June 11, 2014, the Company and Stephen Alfers, the Company’s Chief Executive Officer and President, agreed to extend the vesting of an aggregate of 1,666,500 shares of the Company’s restricted stock from June 18, 2014 to March 14, 2015.  The amendments are discussed below.

Second Amendment to Alfers Restricted Stock Agreement

On June 11, 2014, the Company and Mr. Alfers entered into the Second Amendment to the Restricted Stock Agreement (the “Alfers Amendment I”) to amend that certain Restricted Stock Agreement, dated as of May 13, 2013, and amended by the First Amendment to the Restricted Stock Agreement dated December 23, 2013 by and between the Company and Mr. Alfers.  Pursuant to the Alfers Amendment I, the vesting of 1,297,374 restricted shares, of a total of 3,892,510 restricted shares that were granted, was extended from June 18, 2014 to March 14, 2015.  1,297,374 shares previously vested, and the vesting schedule for the remaining 1,297,762 shares vesting on June 18, 2015 remains unchanged.

The foregoing is a summary description of the terms and conditions of the Alfers Amendment I does not purport to be complete and is qualified in its entirety by reference to the Alfers Amendment I, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Second Amendment to Alfers Amended and Restated Restricted Stock Agreement

On June 11, 2014, the Company and Mr. Alfers entered into the Second Amendment to the Amended and Restated Restricted Stock Agreement (the “Alfers Amendment II”) to amend that certain Amended and Restated Restricted Stock Agreement, dated as of May 13, 2013 and amended by the First Amendment to the Amended and Restated Restricted Stock Agreement dated December 23, 2013, by and between the Company and Mr. Alfers.  Pursuant to the Alfers Amendment II, the vesting of 369,126 restricted shares, of a total of 1,107,490 restricted shares that were granted, was extended from June 18, 2014 to March 14, 2015.  369,126 shares previously vested, and the vesting schedule for the remaining 369,238 shares vesting on June 18, 2015 remains unchanged.

The foregoing is a summary description of the terms and conditions of the Alfers Amendment II does not purport to be complete and is qualified in its entirety by reference to the Alfers Amendment II, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.  A copy of the form of the Company’s 2012 Equity Incentive Plan Restricted Stock Agreement has been filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2013 and incorporated by reference herein.

Item 9.01.                Financial Statements and Exhibits.

(d)                                 The following are filed as exhibits to this report on Form 8-K.

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SIGNATURE

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: June 13, 2014

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EXHIBIT INDEX

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Exhibit 10.1

PERSHING GOLD CORPORATION

SECOND AMENDMENT TO

RESTRICTED STOCK AGREEMENT
(Non-Assignable)

This Second Amendment, dated as of June 11, 2014 (this “Amendment”), to the Restricted Stock Agreement, dated as of May 13, 2013 and amended by the First Amendment to Restricted Stock Agreement dated December 23, 2013 (the “Agreement”), is entered into by and between Stephen Alfers (“Holder”) and Pershing Gold Corporation, a Nevada corporation (the “Corporation”).

A.                                    Pursuant to the Agreement, Holder was granted, on June 18, 2012, Three Million Eight Hundred Ninety-two Thousand Five Hundred Ten (3,892,510) shares (the “Shares”) of Restricted Stock, par value $0.0001 per Share, of the Corporation.

B.                                    The Corporation and Holder have agreed to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                                      Amendment to Restricted Stock Agreement.  The Agreement is hereby amended by deleting Section 1 thereof and replacing it with the following:

1.                                      Vesting Schedule.  The Shares shall be subject to the following vesting provisions.  All vesting is subject to claw-backs (as set forth in Section 2 herein) in the event of any breach of Corporate policy, restatements and/or adjustments, and the terms of the Plan including Section 6(f) (Termination of Employment).  Notwithstanding anything herein to the contrary, all vested shares may be exercised and disposed of not sooner than six months following the date hereof.

2.                                      No Other Changes.  Except for the amendment contained in Section 1 hereof, the Agreement is hereby ratified and confirmed and shall continue in full force and effect without any further amendments or changes.

3.                                      Counterparts.  This Amendment may be executed in counterparts each of which taken together shall constitute one and the same instrument.

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4.                                      Governing Law.  This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Nevada without reference to principles of conflicts of laws.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.

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Exhibit 10.2

PERSHING GOLD CORPORATION
2012 Equity Incentive Plan

SECOND AMENDMENT TO AMENDED AND RESTATED

RESTRICTED STOCK AGREEMENT
(Non-Assignable)

This Second Amendment, dated as of June 11, 2014 (this “Amendment”), to the Amended and Restated Restricted Stock Agreement, dated as of May 13, 2013 and amended by the First Amendment to Amended and Restated Restricted Stock Agreement dated December 23, 2013 (the “Agreement”), is entered into by and between Stephen Alfers (“Holder”) and Pershing Gold Corporation, a Nevada corporation (the “Corporation”).

A.                                    Pursuant to the Agreement, Holder was granted, on June 18, 2012, One Million One Hundred Seven Thousand Four Hundred Ninety (1,107,490) shares (the “Shares”) of the Restricted Stock, par value $0.0001 per Share, of the Corporation pursuant to and subject to the terms of the Corporation’s 2012 Equity Incentive Plan (“Plan”).

B.                                    The Corporation and Holder have agreed to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                                      Amendment to Restricted Stock Agreement.  The Agreement is hereby amended by deleting Section 1 thereof and replacing it with the following:

1.                                      Vesting Schedule.  The Shares shall be subject to the following vesting provisions.  All vesting is subject to claw-backs (as set forth in Section 2 herein) in the event of any breach of Corporate policy, restatements and/or adjustments, and the terms of the Plan including Section 6(f) (Termination of Employment).  Notwithstanding anything herein to the contrary, all vested shares may be exercised and disposed of not sooner than six months following the date hereof.

2.                                      No Other Changes.  Except for the amendment contained in Section 1 hereof, the Agreement is hereby ratified and confirmed and shall continue in full force and effect without any further amendments or changes.

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3.                                      Counterparts.  This Amendment may be executed in counterparts each of which taken together shall constitute one and the same instrument.

4.                                      Governing Law.  This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Nevada without reference to principles of conflicts of laws.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.

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