Item 3.02
Unregistered Sales of Equity Securities
As previously disclosed, General Moly, Inc. (the Company) executed a Securities Purchase Agreement (the MHMI Purchase Agreement) with Mount Hope Mines, Inc. (MHMI). Pursuant to the MHMI Purchase Agreement, MHMI agreed to purchase $500,000 of convertible shares of Series A Preferred Stock, par value $0.001 per share (the Preferred Stock), of the Company.
The Preferred Stock is being issued at a price of $100.00 per share, and each share of the Preferred Stock will be convertible at any time at the holders discretion into 370.37 shares of common stock of the Company. The Preferred Stock carries a 5% annual dividend, which may be paid, in the Companys sole discretion, in cash, additional shares of Preferred Stock or a combination thereof. The Preferred Stock will vote together with the Companys common stock as a single class on an as-converted basis. The Preferred Stock is mandatorily redeemable at such time that the Companys senior convertible promissory notes issued in December 2014 become due and payable in accordance with their terms, as such terms may be modified from time to time.
On May 17, 2019, the Company and MHMI completed the closing of 5,000 shares of Preferred Stock for a purchase price of $500,000. The offer, issuance and sale of the Preferred Stock is being made pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, under Section 4(a)(2) and Rule 506(b) of Regulation D promulgated thereunder.
The foregoing description of the MHMI Purchase Agreement does not purport and is not intended to be complete and is qualified in its entirety by reference to the full text of the MHMI Purchase Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference.
In addition, on May 20, 2019, the Company requested the third closing under the Securities Purchase Agreement dated effective March 21, 2019, by and among the Company and Bruce D. Hansen, the Companys Chief Executive Officer, and Robert I. Pennington, the Companys Chief Operating Officer (the Investors). The third closing, which will occur on or before May 28, 2019, will be in the amount of $300,000 of Preferred Stock, or 3,000 shares, as follows:
Investor Name
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Number of Shares of Preferred Stock
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Bruce D. Hansen
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2,667
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Robert I. Pennington
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333
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The offer, issuance and sale of the Preferred Stock is being made pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, under Section 4(a)(2) and Rule 506(b) of Regulation D promulgated thereunder. In accordance with the Companys policies for approving related party transactions, this transaction was approved by
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