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Item 1.01
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Entry into a Material Definitive Agreement.
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Public Offering Underwriting Agreement and Warrants
On December 11, 2017,
Pershing Gold Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”)
by and among the Company and the underwriters named therein (the “Underwriters”), for whom Canaccord Genuity Corp.,
BMO Nesbitt Burns Inc., and Cantor Fitzgerald Canada Corporation are acting as representatives, relating to the issuance and sale
(the “Public Offering”) of 2,430,000 shares of common stock of the Company (the “Offered Shares”) and associated
four-tenth common stock warrants to purchase an aggregate of 972,000 shares of common stock of the Company (each whole common share
warrant, a “Warrant”) at a price of $2.80 per Offered Share and associated four-tenth Warrant, before underwriting
discounts (the “Offering Price”). Additionally, the Underwriters were granted a 30-day option to purchase up to an
additional 364,500 shares of common stock at a purchase price of $2.468 per share and/or Warrants to purchase up to 145,800 shares
of common stock at a purchase price of $0.136 per Warrant. The Warrants will be exercisable immediately at issuance at an exercise
price of $3.40 per share and will expire on December 19, 2019, two years from the date of issuance. The Offered Shares and Warrants
are immediately separable and will be issued separately.
The Underwriting Agreement
contains customary representations, warranties and covenants by the Company and the Underwriters. It also provides for customary
indemnification by each of the Company and the Underwriters for certain losses or damages arising out of or in connection with
the sale of the Offered Shares and Warrants.
The Public Offering,
including issuance of the Offered Shares and Warrants, is expected to close on or about December 19, 2017. The Offered Shares
and Warrants are being offered and sold to the public pursuant to the Company’s effective shelf registration statement on
Form S-3 and accompanying prospectus (File No. 333-211910), which was declared effective by the Securities and Exchange Commission
(the “SEC”) on June 29, 2016, and a preliminary prospectus supplement and final prospectus supplement filed with the
SEC on December 11, 2017 and December 13, 2017, respectively.
Private Placement Subscription Agreements,
Warrants and Registration Rights Agreement
On
December 11, 2017, concurrently with the Public Offering, the Company entered into subscription agreements with certain existing
shareholders and other investors with whom the Company or its directors have an existing relationship, including director and significant
shareholder Barry Honig (the “Private Purchasers”), whereby the Private Purchasers have agreed to purchase from the
Company at the Offering Price, subject to the description below, through a private placement (the “Private Placement”)
to be completed concurrently with the Public Offering, 2,347,242
shares of common stock of the Company
(the
“Private Placement Shares”) and associated four-tenth common stock warrants to purchase an aggregate of 938,897 shares
of common stock of the Company (each whole common share warrant, a “Private Placement Warrant”). The Private Placement
will be conducted on the same price and terms as the Public Offering, subject to the
issuance of 990,099 Private Placement
Shares and associated Private Placement Warrants to Mr. Honig for a purchase price of $3.03 per combined Private Placement Share
and Private Placement Warrant, in order to comply with
NASDAQ Rule 5635(c).
In connection
with the Private Placement, the Company entered into a Registration Rights Agreement, effective as of the closing (the “Registration
Rights Agreement”), with the Private Purchasers which will require the Company to file a registration statement under the
Securities Act to register the resale of the Private Placement Shares and common stock underlying the Private Placement Warrants.
The Registration Rights Agreement also contains piggyback registration rights requiring the Company to include such shares under
certain circumstances in future registration statements that may be filed by the Company.
The
Private Placement Shares and the Private Placement Warrants will be sold pursuant to an exemption from registration pursuant to
Section 4(a)(2) and/or Regulation D under the Securities Act of 1933, as amended (the “U.S. Securities Act”). The Public
Offering and the Private Placement are contingent on the completion of the other and are expected to close concurrently.
The foregoing summary
of the terms of the Underwriting Agreement, the Warrants, the Subscription Agreements, the Private Placement Warrants and the Registration
Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Underwriting
Agreement, Form of Warrant, Form of Private Placement Warrant, Form of Subscription Agreement and the Registration Rights Agreement,
which are attached hereto as Exhibits 1.1, 4.1, 4.2, 10.1 and 10.2, respectively.