UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________

FORM 8-K/A
Amendment no. 1

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):    June 10, 2020

CONTANGO ORE, INC.
(Exact name of Registrant as specified in its charter)

 Delaware
 001-35770
27-3431051
(State or other jurisdiction of
incorporation or organization)
 (Commission
File Number)
(I.R.S. Employer
Identification No.)
 
 
 
 
 
 
3700 Buffalo Speedway, Suite 925 Houston, Texas
 
77098
(Address of principal executive offices)
 
(Zip Code)

Registrant’s Telephone Number, including area code:  (713) 877-1311

Not Applicable
(Former name, former address and former fiscal year, 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 (see General Instruction A.2.):

☐   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(s)
Name of each exchange on which registered
Common Stock, Par Value $0.01 per share
CTGO
OTCQB
 
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.  ☐

Explanatory Note
 
On June 12, 2020, Contango ORE, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Original Filing”), reporting, among other things, the adoption of the Contango ORE, Inc. Short Term Incentive Plan (the “STIP”), which was filed as Exhibit 10.2 to the Original Filing. The Company is filing this Current Report on Form 8-K/A (the “Amendment”) to the Original Filing for the purpose of amending and restating Exhibit 10.2 in its entirety to correct an inadvertent error therein and updating the summary of the material terms of the STIP. The corrected description of the STIP and Exhibit 10.2 supersede and replace in their entirety the description of the STIP and Exhibit 10.2 filed with the Original Filing. No other modifications to the Original Filing are being made by this Amendment. This Amendment should be read in connection with the Original Filing.

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retention Agreement

On June 10, 2020, the Company entered into a Retention Payment Agreement (the “Retention Agreement”) with Rick Van Nieuwenhuyse, the Company’s President and Chief Executive Officer, providing for a payment in an amount of $350,000 upon the occurrence of certain conditions. The Retention Agreement is triggered upon a change of control (as defined in the Retention Agreement) which occurs on or prior to August 6, 2025, provided that Mr. Van Nieuwenhuyse is employed by the Company when the change of control occurs. 

 The foregoing summary of the Retention Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the complete text of the Retention Agreement, a copy of which is being filed as Exhibit 10.1 and is incorporated herein by reference.

Short Term Incentive Plan

In accordance with Mr. Van Nieuwenhuyse’s previously disclosed Offer Letter, dated January 6, 2020, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) adopted the STIP effective as of June 10, 2020, for the benefit of Mr. Van Nieuwenhuyse. Pursuant to the terms of the STIP, the Compensation Committee will establish performance goals each year and evaluate the extent to which, if any, Mr. Van Nieuwenhuyse meets such goals. The STIP provides for a payout equal to 25% of Mr. Van Nieuwenhuyse’s annual base salary if the minimum performance target established by the Compensation Committee is met, 100% of his annual base salary if all performance goals are met, and up to 200% of his annual base salary if the maximum performance target is met. Amounts due under the STIP will be payable 50% in cash and 50% in the form of restricted stock granted under the Contango ORE, Inc. Amended and Restated 2010 Equity Incentive Plan (as amended, the “Plan”), vesting in two equal annual installments on the first and second anniversaries of the grant date, and subject to the terms of the Plan. In addition, in the event of a Change of Control (as defined in the Plan) during the term of the STIP, the Compensation Committee, in its sole and absolute discretion, may make a payment to Mr. Van Nieuwenhuyse in an amount up to 200% of his annual base salary, payable in cash, shares of common stock of the Company under the Plan or a combination of both, as determined by the Compensation Committee, not later than 30 days following such Change of Control.

The foregoing summary of the STIP does not purport to be complete and is subject to and qualified in its entirety by reference to the complete text of the STIP, a copy of which is being filed as Exhibit 10.2 and is incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
Description of Exhibit
   

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.

 
CONTANGO ORE, INC.
 
 
 
By: /s/ Leah Gaines
 
Leah Gaines
 
Vice President and Chief Financial Officer

Dated: June 22, 2020
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