Current Report Filing (8-k)
January 04 2019 - 1:37PM
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):
January 4, 2019
MAGELLAN GOLD CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Nevada
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000-54658
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27-3566922
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(State or other jurisdiction
of incorporation)
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Commission File
Number
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(I.R.S. Employer Identification number)
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500 Marquette Avenue NW, Albuquerque,
New Mexico 87102
(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including
area code:
(707) 884-3766
___________________________________________
(Former name or former address, if changed
since last report)
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Written communications pursuant to Rule 425 under the Securities Act
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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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. ☐
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Item 7.01
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Regulation FD Disclosure
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On January 3, 2019, the Financial Industry Regulatory Authority
(“FINRA”) informed Magellan Gold Corporation, a Nevada corporation (the “Company”) that a 1-for-50 reverse
split of the Company’s common stock, previously disclosed in the Company’s Definitive Information Statement on Schedule
14C filed with the Securities and Exchange Commission (the “SEC”) on September 22, 2017, would be effective at the
market open on January 7, 2019.
Effective October 19, 2017, a majority of the Company’s
stockholders approved by majority written consent a proposal authorizing the Company’s board of directors (the “Board”),
in its discretion, to effect a reverse split of the Company’s outstanding shares of common stock at a ratio of up to 1-for-50.
On November 26, 2018, the Board approved the reverse stock split at a 1-for-50 split ratio, and authorized management to file the
documents necessary to effect the reverse split with FINRA. On January 3, 2019, FINRA informed the Company that the reverse split
would be effective at the market open on January 7, 2019.
The Company’s ticker symbol will remain unchanged; however,
a “D” will be appended to the existing MAGE ticker symbol (MAGE
D
) for a period of 20 business days following
the effective date to signify that the reverse split has taken place. In addition, the Company’s common stock has been assigned
a new CUSIP number (559078 209).
As a result of the reverse stock split, every 50 shares of the
Company’s pre-reverse split common stock will be converted automatically into one share of common stock. No cash or fractional
shares will be issued in connection with the reverse split, and instead the Company will round up to the next whole share in lieu
of issuing factional shares that would have been issued in the reverse split. The number of authorized shares of the Company’s
common stock, the par value of the Company’s common stock, and rights of the Company’s common stockholders will not
be affected by the reverse split. Proportional adjustments will be made to shares of the Company’s common stock issuable
upon exercise or conversion of the Company’s outstanding warrants and stock options in accordance with their terms.
On January 4, 2019, the Company issued a press release announcing
that trading in its common stock on the OTCQB Marketplace on a split-adjusted basis would begin on the morning of January 7, 2019.
This press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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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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Magellan Gold Corporation
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Date:
January 4, 2019
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By:
/s/ W. Pierce Carson
W. Pierce Carson, President
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