Current Report Filing (8-k)
May 22 2020 - 4:43PM
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 Report (Date of earliest event reported): May 18, 2020
INCEPTION
MINING INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-55219
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35-2302128
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
Number)
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5330
South 900 East, Suite 280
Murray,
Utah 84107
(Address
of principal executive offices) (zip code)
(801)
312-8113
(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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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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Securities
registered pursuant to Section 12(b) of the Act: None
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
4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On
May 18, 2020, the Company’s Board of Directors, after consultation with Sadler Gibb & Associates, LLC, the Company’s
independent registered public accounting firm, determined that it will be required to restate its previously issued unaudited
financial statements for the second and third quarters of 2019 that were previously filed on Form 10-Q on August 14, 2019 and
on November 14, 2019, respectively and the previously issued audited financial statements that were filed on Form 10-K on March
30, 2020. The Company’s prior financial statements for these periods should therefore no longer be relied upon.
The
restatements will be required because of the valuation method used on a convertible note and warrants that were entered into during
the second quarter of 2019. The Company originally used a binomial method to value the derivative liability associated with this
convertible note. However, it was determined that a more complex valuation method was needed to correctly value the derivative
liability. Therefore, the restatements will reflect the revised valuations of the derivative liability on this convertible note
during the periods mentioned.
The
corrections to the aforementioned financial statements will be summarized in amendments to the Company’s Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 2019, Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2019, and Annual Report on Form 10-K for the annual period ended December 31, 2019 which will have been reviewed by the Company’s
independent registered public accounting firm, and which the Company expects to file as soon as practicable after the filing of
this Current Report on Form 8-K.
SIGNATURES
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 thereunto duly authorized.
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INCEPTION
MINING INC.
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Date:
May 22, 2020
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By:
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/s/
Trent D’Ambrosio
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Name:
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Trent
D’Ambrosio
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Title:
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Chief
Executive Officer
(Principal
Executive Officer)
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