UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CONTANGO ORE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other
jurisdiction of incorporation)
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001-35770
(Commission File
Number)
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27-3431051
(I.R.S. Employer
Identification No.)
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3700
Buffalo Speedway, Suite 925
Houston,
Texas
(Address
of principal executive offices)
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77098
(Zip
Code)
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Securities to be registered pursuant to Section 12(b) of the
Act:
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Title of each
class to be so registered
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Name of each exchange on which
each class is to be registered
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None.
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None.
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If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c) or (e), check the following
box. ☐
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d) or (e), check the following
box. ☒
If this form relates to the registration of a class of securities
concurrently with a Regulation A offering, check the following box.
☐
Securities Act registration statement or Regulation A offering
statement file number to which this form relates: N/A
Securities to be registered pursuant to Section 12(g) of the
Act:
Purchase Rights of Series A Junior Preferred Stock, par value $0.01
per share
EXPLANATORY NOTE
This Form 8-A/A is filed by Contango ORE, Inc., a Delaware
corporation (the “Company”) to reflect the expiration of the
rights to purchase Series A Junior Preferred Stock (the
“Rights”) registered on the Form 8-A filed by the Company on
December 21, 2012.
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Item
1.
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Description
of Registrant’s Securities to be Registered.
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On September 23, 2020, the Company and Computershare Trust Company,
N.A., as Rights Agent (the “Rights Agent”), entered into an
Amendment No. 7 (the “Amendment”) to the Company’s Rights
Agreement, dated as of December 20, 2012, by and between the
Company and the Rights Agent (as amended to date, the “Rights
Agreement”). The Amendment accelerates the expiration
date of the Rights Agreement from December 31, 2021 to September
23, 2020, such that, as at the close of business on September 23,
2020, the Rights will expire and no longer be outstanding and the
Rights Agreement will terminate and be of no further force or
effect.
In connection with the expiration of the Rights and termination of
the Rights Agreement, the Company filed a Certificate of
Elimination with the Secretary of State of the State of Delaware on
September 23, 2020 (the “Certificate of Elimination”) that,
effective upon filing, eliminated from the Company’s Certificate of
Incorporation all matters set forth in the Certificate of
Designations, Preferences, and Relative Rights and Limitations of
Series A Junior Preferred Stock with respect to the Series A Junior
Preferred Stock (the “Preferred Stock”), and returned the
Preferred Stock to authorized but undesignated shares of the
Company’s preferred stock. No shares of Preferred Stock were issued
or outstanding at the time of the filing of the Certificate of
Elimination.
The foregoing description of the Amendment and Certificate of
Elimination is qualified in its entirety by reference to the
Amendment and the Certificate of Elimination, a copy of which are
attached hereto as Exhibit 4.8 and Exhibit 4.9, respectively, and
are incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
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CONTANGO
ORE, INC.
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By: /s/ Leah
Gaines
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Leah Gaines
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Vice President and Chief
Financial Officer
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Dated:
September 24, 2020
