Current Report Filing (8-k)
July 11 2014 - 4:06PM
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):
July 11, 2014
_________________________
(Exact Name of Registrant as Specified in Charter)
Nevada |
|
333-56262 |
|
88-0482413 |
(State or Other Jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
of Incorporation) |
|
|
|
Identification No.) |
|
8390 Via de Ventura, Suite F-110, #215
Scottsdale, AZ |
|
85258 |
|
|
(Address of Principal Executive Offices) |
|
(Zip Code) |
|
(928) 515-1942
(Registrant’s telephone number, including
area code)
Not Applicable
(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)) |
On July 11, 2014, El Capitan Precious Metals,
Inc. (the “Company”) completed the sale of 575,043 shares of its common stock to Southridge Partners II, LP (“Southridge”)
pursuant to the Company’s pre-existing Equity Purchase Agreement (the “Agreement”) with Southridge. The offering
and sale of such shares was made pursuant to the Company’s effective registration statement on Form S-3 (SEC File No. 333-193208)
previously filed with the Securities and Exchange Commission, and a prospectus supplement thereunder. A copy of the opinion of
Maslon Edelman Borman & Brand, LLP relating to the legality of the issuance and sale of such shares in the offering is attached
as Exhibit 5.1 hereto.
Item 9.01 |
Financial Statements and Exhibits. |
Exhibit No. |
|
Description |
|
|
|
5.1 |
|
Opinion of Maslon Edelman Borman & Brand, LLP |
|
|
|
23.1 |
|
Consent of Maslon Edelman Borman & Brand, LLP (included in Exhibit 5.1) |
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.
|
EL CAPITAN PRECIOUS METALS, INC. |
|
|
|
|
|
By: |
/s/ John F. Stapleton |
Date: July 11, 2014 |
|
Name: John F. Stapleton |
|
|
Title: Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. |
|
Description |
|
|
|
5.1 |
|
Opinion of Maslon Edelman Borman & Brand, LLP |
|
|
|
23.1 |
|
Consent of Maslon Edelman Borman & Brand, LLP (included in Exhibit 5.1) |
EXHIBIT 5.1
MASLON EDELMAN BORMAN & BRAND, LLP
3300 Wells Fargo Center, 90 South Seventh Street
Minneapolis, MN 55402-4140
P 612-672-8200
F
612-672-8397
www.maslon.com
July 11, 2014
El Capitan Precious Metals, Inc.
8390 Via de Ventura, Suite F-110
Scottsdale. Arizona 85258
|
RE: |
El Capitan Precious Metals, Inc. Registration Statement on Form S-3 (File No. 333-193208) |
Ladies and Gentlemen:
We have acted as counsel to El Capitan Precious
Metals, Inc., a Nevada corporation (the “Company”), in connection with the proposed offering and sale by the
Company of 575,043 shares of the Company’s common stock, $0.001 par value per share (the “Shares”), pursuant
to an Equity Purchase Agreement (the “Purchase Agreement”) between the Company and Southridge Partners II, LP
(“Southridge”). The Shares are included in a registration statement on Form S-3 (File No. 333-193208) (the “Registration
Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended (the “Act”), a base prospectus dated January 24, 2014, filed with the
Commission and contained within the Registration Statement (the “Base Prospectus”), and a prospectus supplement
dated July 11, 2014, filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”).
In connection with this opinion, we have examined
and relied upon the Registration Statement and the Prospectus, including the exhibits thereto, the Purchase Agreement, the Articles
of Incorporation and Bylaws of the Company, each as amended to date, and such other documents, corporate records and instruments,
and have examined such laws and regulations, as we have deemed necessary for purposes of rendering the opinions set forth herein.
In rendering this opinion, we have assumed the genuineness and authenticity of all signatures on original documents; the genuineness
and authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as
copies; the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and
delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness of such documents. As
to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied
upon statements and representations of officers and other representatives of the Company and others.
Subject to the foregoing and the other matters
set forth herein, it is our opinion that, as of the date hereof, upon issuance and delivery of the Shares in accordance with the
terms and subject to the conditions set forth in, and in the manner contemplated by, the Purchase Agreement and the Prospectus,
receipt by the Company of the consideration for such Shares as provided therein from Southridge (not less than par value), and
the proper registration of such Shares on the books of the transfer agent and registrar therefor in the name or on behalf of the
purchasers, the Shares will be validly issued, fully paid and nonassessable.
El Capitan Precious Metals, Inc.
July 11, 2014
Page 2
This opinion is being furnished in connection with the requirements
of Item 601(b)(5) of Regulation S-K promulgated under the Act, and no opinion is expressed herein as to any matter pertaining
to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issue
of the Shares. The opinions expressed herein are limited to the federal laws of the United States and the corporation laws of
the State of Nevada in effect as of the date hereof. We express no opinion as to whether the laws of any particular
jurisdiction are applicable to the subject matter hereof. Our opinion is based on these laws as in effect on the date hereof.
In rendering this opinion, we assume no obligation to revise or supplement this opinion should such present laws, regulations
or judicial interpretations be changed by legislative or regulatory action, judicial decision or otherwise. The opinion expressed
herein is based upon the assumption that there will be no material changes in the documents examined and matters investigated
and that at the time of issuance of the Shares there will be authorized but unissued shares of common stock of the Company available
in amounts sufficient for such issuance. This opinion is for your benefit in connection with the Registration Statement and may
be relied upon only by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We
consent to your filing this opinion as an exhibit to the Company’s Form 8-K dated on or about the date hereof, and to the
reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations
of the Commission thereunder.
|
Very truly yours, |
|
|
|
|
|
/s/ Maslon Edelman Borman & Brand, LLP |
|
|
|
El Capitan Precious Metals (CE) (USOTC:ECPN)
Historical Stock Chart
From Aug 2024 to Sep 2024
El Capitan Precious Metals (CE) (USOTC:ECPN)
Historical Stock Chart
From Sep 2023 to Sep 2024