Form 8-K - Current report

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): October 13, 2023

SOLITARIO RESOURCES CORP.

(Exact name of registrant as specified in its charter)

Colorado

001-32978

84-1285791

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

4251 Kipling Street, Suite 390

Wheat Ridge, CO 80033

(Address of principal executive offices)

Registrant’s telephone number, including area code: (303) 534-1030

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:

☐	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 240.14d-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:

Title of Each Class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.01 par value		XPL		NYSE American

Indicate by checkmark 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 3.02 Unregistered Sales of Equity Securities

On October 13, 2023, Solitario Resources Corp. (“Solitario”) effected a closing of a private offering of its common stock (the “Offering”). In total, Solitario received commitments to purchase, and then closed on the sale of, 8,631,818 shares of Solitario common stock in the Offering (the “Shares”) at US $0.55 per share for aggregate consideration of $4,747,500. The Offering was not underwritten by a broker, Solitario did not engage a placement agent for the Offering, and there were no underwriter discounts or commissions.

Solitario relied on the exemptions from registration set forth in Section 4(a)(2) under the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated thereunder, together with applicable exemptions under Canadian law, for the offer and sale of the Shares. In connection with such offers and sales Solitario: (i) did not engage in any public advertising or general solicitation in connection with the Offering; (ii) reasonably believed that each investor was sophisticated and an “accredited investor” and understood the risks of acquiring the Shares; and (iii) believed that each investor acquired the Shares for investment purposes. With respect to those investors who were not U.S. persons and such offers and sales were effected outside the United States, Solitario believes such offers and sales were also effected in accordance with Regulation S promulgated under the 1933 Act. No officers, directors or other affiliates of Solitario participated in the Offering. Investors in the Offering were provided certain registration rights with respect to the Shares they purchased in the Offering.

The closing of the Offering was subject to the filing of additional listing applications with the NYSE American Stock Exchange and the Toronto Stock Exchange, (collectively the “Exchanges”) with respect to the Shares and Solitario received the necessary approvals of the Exchanges to effect the closing.

Item 7.01 Regulation FD Disclosure

On October 16, 2023, Solitario issued a press release announcing the closing of the private placement. A copy of that press release is attached to this report as Exhibit 99.1.

The information furnished under this Item 7.01, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by reference to such filing.

Item 9.01 Financial Statements and Exhibits

99.1	Press Release dated October 16, 2023

104	Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

October 16, 2023

	Solitario Resources Corp.

	By:	/s/ James R. Maronick
		James R. Maronick, Chief Financial Officer

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Cover	Oct. 13, 2023
Cover [Abstract]
Entity Registrant Name	SOLITARIO RESOURCES CORP.
Entity Central Index Key	0000917225
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Oct. 13, 2023
Entity File Number	001-32978
Entity Incorporation State Country Code	CO
Entity Tax Identification Number	84-1285791
Entity Address Address Line 1	4251 Kipling Street
Entity Address City Or Town	Wheat Ridge
Entity Address State Or Province	CO
Entity Address Postal Zip Code	80033
City Area Code	303
Local Phone Number	534-1030
Security 12b Title	Common Stock, $0.01 par value
Trading Symbol	XPL
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Address Address Line 2	Suite 390