Current Report Filing (8-k)
August 05 2016 - 1:57PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 4, 2016
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EL CAPITAN
PRECIOUS METALS, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada
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333-56262
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88-0482413
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(State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer
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of Incorporation)
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Identification No.)
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5871 Honeysuckle Road
Prescott, AZ
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86305-3764
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(Address of Principal Executive Offices)
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(Zip Code)
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(928) 515-1942
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
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Change
to Executive Officer Appointments
Effective August 4, 2016, the Board of Directors
of El Capitan Precious Metals, Inc. (the “Company”) appointed John F. Stapleton to replace Charles C. Mottley as President
and Chief Executive Officer of the Company. The change in senior management was proposed by Mr. Mottley, who will continue to serve
as a member of the Company’s Board of Directors and as President Emeritus.
Mr. Stapleton, age 73, has been a Company director
and Chairman of the Company’s Board of Directors since April 2009, and previously served as Chief Financial Officer of the
Company from February 2012 until January 2016. Mr. Stapleton has extensive experience with early-stage development companies and
contributes a unique set of skills needed to achieve a focused strategy, early-stage funding, basic infrastructure and business
model, all of which are central to creating a solid business platform to launch and scale a successful venture. Mr. Stapleton has
a history of founding and supporting more than 25 emerging technology companies. As a senior officer and investor, Mr. Stapleton
has been instrumental in the development and financing of several companies.
Mr. Stapleton is the sole owner of the Management
Resource Initiatives, Inc. (“MRI”). Since January 2012, MRI has been managing and overseeing the process of marketing
and selling the El Capitan Property and performing other services aimed at furthering the Company's strategic goals pursuant to
an unwritten consulting arrangement. Under this arrangement, MRI is entitled to receive a monthly consulting fee of $15,000. The
Company made aggregate payments of $45,000 to MRI during fiscal year 2015. Based on the Company’s lack of available funds,
the balance of these payments has been deferred. Accrued and unpaid fees of $225,000 are recorded in accrued compensation - related
parties at March 31, 2016.
On February 4, 2015, the Company signed a $30,000
promissory note payable to MRI, at 18% interest per annum, due and payable on February 4, 2016. As an inducement for the loan
represented by the note, the Company issued 200,000 shares of restricted common stock of the Company to MRI. The Company is in
the process of amending the note to extend the maturity date from February 4, 2016 to February 4, 2017.
Amendment to 2015 Equity Incentive Plan
Effective August 4, 2016, the Board of Directors
of the Company adopted Amendment No. 3 to the Company’s 2015 Equity Incentive Plan (the “2015 Plan”) pursuant
to which the number of shares of the common stock issuable under the 2015 Plan was increased from 28,000,000 to 50,000,000. A
copy of Amendment No. 3 to the 2015 Plan is attached as Exhibit 10.1 to this report and is incorporated by reference herein.
Item 9.01
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Financial Statements and Exhibits
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Exhibit No.
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Description
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10.1
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Amendment No.3 to El Capitan Precious Metals, Inc. 2015 Equity Incentive Plan
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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.
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EL CAPITAN PRECIOUS METALS, INC.
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By:
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/s/ Stephen J. Antol
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Date: August 5, 2016
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Name: Stephen J. Antol
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Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit No.
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Description
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10.1
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Amendment No.3 to El Capitan Precious Metals, Inc. 2015 Equity Incentive Plan
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