Current Report Filing (8-k)
October 20 2020 - 1:09PM
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
Earliest Event Reported: October
14, 2020
General Moly, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-32986
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91-0232000
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(State or other jurisdictionof incorporation)
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(Commissionfile number)
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(IRS employeridentification no.)
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1726 Cole Blvd., Suite 115
Lakewood, CO 80401
(Address of principal executive offices, including zip
code)
(303) 928-8599
(Registrant’s telephone number, including area
code)
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 (see General Instruction A.2
below):
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 210.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common Stock, par value $0.001 per share
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GMO
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Toronto Stock Exchange
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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
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Settlement Agreements
Effective October
14, 2020, General Moly, Inc. (the “Company”) entered
into a Settlement Agreement of Separation Payments under Employment
Agreement (each, a “Settlement Agreement”) with each of
R. Scott Roswell, the Company’s Chief Legal Officer, and
Amanda J. Corrion, the Company’s Controller and Principal
Accounting Officer, in view of the Company’s contemplation of
a voluntary bankruptcy filing.
Pursuant to Mr.
Roswell’s Settlement Agreement, the Company will pay him a
lump sum of $191,569.08 in full satisfaction of all separation
payments which may be owed to him under his employment agreement,
as amended (which could otherwise total up to $531,400), and Mr.
Roswell has agreed to release the Company from any additional
claims for separation payments. Mr. Roswell has further agreed to
continue providing services to the Company as a full-time employee
for a period of time as set forth in the Settlement Agreement. If
Mr. Roswell is terminated for cause or otherwise fails to provide
the requested employment services, he must return his settlement
payment.
Pursuant to Ms.
Corrion’s Settlement Agreement, the Company will pay her a
lump sum of $121,838.94 in full satisfaction of all separation
payments which may be owed to her under her employment agreement
(which could otherwise total up to $310,000), and Ms. Corrion has
agreed to release the Company from any additional claims for
separation payments. Ms. Corrion has further agreed to continue to
provide services to the Company as an independent consultant for 20
to 160 hours per month, as requested by the Company, and will be
compensated for such services at a rate of $155 per hour. Such
consulting services will be provided for a period of time as set
forth in the Settlement Agreement
Resignation of Amanda Corrion
On
October 16, 2020, Ms. Corrion notified the Company) of her
intention to resign from her position as the Controller and
Principal Accounting Officer of the Company, effective October 23,
2020. Ms. Corrion will continue to provide consulting services to
the Company pursuant to the terms of her Settlement
Agreement.
The
Company has a significant working capital deficit and there remains
substantial doubt about the Company’s ability to continue as
a going concern. If the Company is unable to find an additional
source of funding, it will be forced to cease operations and pursue
restructuring or liquidation alternatives, including the filing for
bankruptcy protection, in which event the Company’s common
stock would likely become worthless and investors would likely lose
their entire investment in the Company. In addition, holders of the
Company's outstanding convertible preferred stock and senior notes
would likely receive significantly less than the principal amount
of their claims and possibly, no recovery at all. As of the date of
this filing, the Company has no commitments for additional funding
and there can be no assurance that the Company will be successful
in obtaining the financing required to complete the Mt. Hope
Project, or in raising additional financing in the future on terms
acceptable to the Company, or at all.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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GENERAL MOLY,
INC.
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Dated: October 20,
2020
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By:
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/s/ Amanda
Corrion
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Amanda
Corrion
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Controller and
Principal Accounting Officer
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