Current Report Filing (8-k)
February 26 2018 - 06:13AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
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Date of Report (Date of earliest event reported): February
23, 2018
Pershing Gold Corporation
(exact name of registrant as specified in
its charter)
Nevada
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000-54710
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26-0657736
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1658 Cole Boulevard
Building 6 - Suite 210
Lakewood, Colorado
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80401
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (720) 974-7248
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(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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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 3.01 Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The disclosure set
forth below in Item 5.02 relating to Alex Morrison’s resignation from the Board and the resulting notification provided to
The NASDAQ Stock Market ("Nasdaq") is incorporated herein by reference.
On February 26, 2018,
the Company notified Nasdaq that, due to Mr. Morrison’s resignation from the Board, the Company would no longer continue
to satisfy the requirements of Nasdaq Listing Rule 5605(c)(2)(A), which requires the audit committee of a company with Nasdaq-listed
securities to have a minimum of three members, each of whom satisfies the independence requirements set forth in Nasdaq Listing
Rule 5605(a)(2). In the Company's notice to Nasdaq, the Company also informed Nasdaq that it intends to rely upon the cure period
provided by Nasdaq Listing Rule 5605(c)(4)(B), which provides a cure period to regain compliance with Listing Rule 5605(c)(2)(A).
The Company expects to regain compliance with Listing Rule 5605(c)(2)(A) by appointing a new independent director to the Audit
Committee within the time period allowed under Listing Rule 5605(c)(4)(B).
Item
5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers, Compensatory Arrangements of Certain Officers.
On February 23, 2018, Alex Morrison resigned
as a member of the Board of Directors of Pershing Gold Corporation (the “Company”). Mr. Morrison’s resignation
was not a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
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: February 26, 2018
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PERSHING GOLD CORPORATION
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By:
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/s/ Eric Alexander
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Eric Alexander
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Vice President Finance and Controller
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