As filed with the Securities and Exchange Commission on January 19,
2021
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
United States Antimony Corporation
(Exact
Name of Registrant as Specified in Its Charter)
Montana
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81-0305822
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(State
or Other Jurisdiction of Incorporation or
Organization)
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(I.R.S.
Employer Identification Number)
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47 Cox Gulch
P.O. Box 643
Thompson Falls, Montana 59873
(406) 827-3523
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of
Registrant’s Principal Executive Offices)
John Gustavsen
Interim Chief Executive Officer
49 Steamboat Way
Thompson Falls, Montana 59873
(406) 827-3523
(Name,
Address, Including Zip Code, and Telephone Number, Including Area
Code, of Agent for Service)
Copies to:
M. Ali Panjwani
Michael T. Campoli
Pryor Cashman LLP
7 Times Square
New York, New York 10036
(212) 326-0820
Approximate date of commencement of proposed
sale to the public: From time to time after the effective
date of this registration statement.
If the
only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If any
of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. ☒
If this
form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. ☐
If this
form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
If this
form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e)
under the Securities Act, check the following box. ☐
If this
form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant
to rule 413(b) under the Securities Act, check the following box.
☐
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated
filer,” “accelerated filer” “smaller
reporting company” and “emerging growth company”
in Rule 12b-2 of the Exchange Act:
Large
accelerated filer ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☐
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Smaller
reporting company ☒
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(Do not
check if a smaller
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Emerging
growth company ☐
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reporting
company)
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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 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title
of Each Class of Securities To Be Registered(1)
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Amount
To Be Registered(1)
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Proposed
Maximum Offering Price Per Share(2)
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Proposed
Maximum Aggregate OfferingPrice(2)
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Amount
Of Registration Fee(3)
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Common Stock, par
value $0.01 per share
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Preferred Stock,
par value $0.01 per share
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Debt
Securities
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Warrants
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Rights
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Units
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TOTAL
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$25,000,000
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N/A
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$25,000,000
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$2,727.50
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(1)
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There
are being registered under this Registration Statement such
indeterminate number of shares of common stock and preferred stock,
such indeterminate principal amount of debt securities, such
indeterminate number of warrants to purchase common stock,
preferred stock and/or debt securities, such indeterminate number
of rights to purchase common stock or preferred stock and such
indeterminate number of units as may be sold by the Registrant from
time to time, which together shall have an aggregate initial
offering price not to exceed $25,000,000. If the Registrant issues
any debt securities at an original issue discount, then the
offering price of such debt securities shall be in such greater
principal amount at maturity as shall result in an aggregate
offering price not to exceed $25,000,000, less the aggregate dollar
amount of all securities previously issued hereunder. The
Registrant may sell any securities it is registering under this
Registration Statement separately or as units with the other
securities it is registering under this Registration Statement. The
Registrant will determine, from time to time, the proposed maximum
offering price per unit in connection with its issuance of the
securities it is registering under this Registration Statement. The
securities it is registering under this Registration Statement also
include such indeterminate number of shares of common stock and
preferred stock and such indeterminate principal amount of debt
securities as the Registrant may issue upon conversion of or
exchange for preferred stock or debt securities that provide for
conversion or exchange, upon exercise of warrants or rights or
pursuant to the anti-dilution provisions of any of such securities.
In addition, pursuant to Rule 416 under the Securities Act of 1933,
as amended (the “Securities Act”), the shares the
Registrant is registering under this Registration Statement include
such indeterminate number of shares of common stock and preferred
stock as may be issuable with respect to the shares the Registrant
is registering as a result of stock splits, stock dividends or
similar transactions.
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(2)
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The
Registrant will determine the proposed maximum aggregate offering
price per class of security from time to time in connection with
its issuance of the securities the Registrant is registering under
this Registration Statement and the Registrant is not specifying
such price as to each class of security pursuant to General
Instruction II.D. of Form S-3 under the Securities
Act.
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(3)
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Calculated
pursuant to Rule 457(o) under the Securities Act, which permits the
registration fee to be calculated on the basis of the maximum
aggregate offering price of all securities listed.
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The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act or
until the Registration Statement shall become effective on such
date as the Securities and Exchange Commission, acting pursuant to
said Section 8(a), may determine.
The information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities, and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not
permitted.
SUBJECT TO COMPLETION, DATED JANUARY 19, 2021
PRELIMINARY PROSPECTUS
UNITED STATES ANTIMONY CORPORATION
$25,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Rights
Units
We may
offer from time to time shares of our common stock, preferred
stock, senior debt securities (which may be convertible into or
exchangeable for common stock), subordinated debt securities (which
may be convertible into or exchangeable for common stock),
warrants, rights and units that include any of these securities.
The aggregate initial offering price of the securities sold under
this prospectus will not exceed $25,000,000. We will offer the
securities in amounts, at prices and on terms to be determined at
the time of the offering.
Each
time we sell securities hereunder, we will attach a supplement to
this prospectus that contains specific information about the terms
of the offering, including the price at which we are offering the
securities to the public. The prospectus supplement may also add,
update or change information contained or incorporated in this
prospectus. We may also authorize one or more free writing
prospectuses to be provided to you in connection with these
offerings. You should read this prospectus, the information
incorporated by reference in this prospectus, the applicable
prospectus supplement and any applicable free writing prospectus
carefully before you invest in our securities.
The
securities hereunder may be offered directly by us, through agents
designated from time to time by us or to or through underwriters or
dealers. If any agents, dealers or underwriters are involved in the
sale of any securities, their names, and any applicable purchase
price, fee, commission or discount arrangement between or among
them will be set forth, or will be calculable from the information
set forth, in the applicable prospectus supplement. See the section
entitled “About This Prospectus” for more
information.
Our
common stock is listed on the NYSE American under the symbol
“UAMY”. The last reported sales price of our common
stock on the NYSE American on January 15, 2021 was $0.71 per
share.
Investing
in our securities involves certain risks. See “Risk
Factors” beginning on page 2 of this prospectus and in the
applicable prospectus supplement, as updated in our future filings
made with the Securities and Exchange Commission that are
incorporated by reference into this prospectus. You should
carefully read and consider these risk factors before you invest in
our securities.
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
The date of this prospectus is
January
, 2021
TABLE OF CONTENTS
ABOUT
THIS PROSPECTUS
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ii
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FORWARD-LOOKING
STATEMENTS
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iii
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ABOUT
THE COMPANY
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1
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RISK
FACTORS
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2
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RATIO
OF EARNINGS TO FIXED CHARGES
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3
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USE OF
PROCEEDS
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3
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DESCRIPTION
OF CAPITAL STOCK
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4
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DESCRIPTION
OF COMMON STOCK
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4
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DESCRIPTION
OF PREFERRED STOCK
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5
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DESCRIPTION
OF DEBT SECURITIES
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7
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DESCRIPTION
OF WARRANTS
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9
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DESCRIPTION
OF RIGHTS
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10
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DESCRIPTION
OF UNITS
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11
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PLAN
OF DISTRIBUTION
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12
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LEGAL
MATTERS
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13
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EXPERTS
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INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
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WHERE
YOU CAN FIND MORE INFORMATION
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14
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The
distribution of this prospectus may be restricted by law in certain
jurisdictions. You should inform yourself about and observe any of
these restrictions. If you are in a jurisdiction where offers to
sell, or solicitations of offers to purchase, the securities
offered by this document are unlawful, or if you are a person to
whom it is unlawful to direct these types of activities, then the
offer presented in this prospectus does not extend to
you.
We have
not authorized anyone to give any information or make any
representation about us that is different from, or in addition to,
that contained in this prospectus, including in any of the
materials that we have incorporated by reference into this
prospectus, any accompanying prospectus supplement, and any free
writing prospectus prepared or authorized by us. Therefore, if
anyone does give you information of this sort, you should not rely
on it as authorized by us. You should rely only on the information
contained or incorporated by reference in this prospectus and any
accompanying prospectus supplement.
You
should not assume that the information contained in this prospectus
and any accompanying supplement to this prospectus is accurate on
any date subsequent to the date set forth on the front of the
document or that any information we have incorporated by reference
is correct on any date subsequent to the date of the document
incorporated by reference, even though this prospectus and any
accompanying supplement to this prospectus is delivered or
securities are sold on a later date. Neither the delivery of this
prospectus, nor any sale made hereunder, shall under any
circumstances create any implication that there has been no change
in our affairs since the date hereof or that the information
incorporated by reference herein is correct as of any time
subsequent to the date of such information.
ABOUT THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commission, or the SEC,
using a “shelf” registration process. Under this shelf
registration process, we may, from time to time, offer and sell any
combination of the securities described in this prospectus in one
or more offerings. The aggregate initial offering price of all
securities sold under this prospectus will not exceed
$25,000,000.
This
prospectus provides certain general information about the
securities that we may offer hereunder. Each time we sell
securities, we will provide a prospectus supplement that will
contain specific information about the terms of the offering and
the offered securities. We may also authorize one or more free
writing prospectuses to be provided to you that may contain
material information relating to these offerings. In each
prospectus supplement, we will include the following
information:
●
the
number and type of securities that we propose to sell;
●
the
public offering price;
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the
names of any underwriters, agents or dealers through or to which
the securities will be sold;
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any
compensation of those underwriters, agents or dealers;
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any
additional risk factors applicable to the securities or our
business and operations; and
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any
other material information about the offering and sale of the
securities.
In
addition, the prospectus supplement or free writing prospectus may
also add, update or change the information contained in this
prospectus or in documents incorporated by reference in this
prospectus. The prospectus supplement or free writing prospectus
will supersede this prospectus to the extent it contains
information that is different from, or that conflicts with, the
information contained in this prospectus or incorporated by
reference in this prospectus. You should read and consider all
information contained in this prospectus, any accompanying
prospectus supplement and any free writing prospectus that we have
authorized for use in connection with a specific offering, in
making your investment decision. You should also read and consider
the information contained in the documents identified under the
heading “Incorporation of Certain Documents by
Reference” and “Where You Can Find More
Information” in this prospectus.
We
further note that the representations, warranties and covenants
made by us in any agreement that is filed as an exhibit to any
document that is incorporated by reference in this prospectus were
made solely for the benefit of the parties to such agreement,
including, in some cases, for the purpose of allocating risk among
the parties to such agreements, and should not be deemed to be a
representation, warranty or covenant to you. Moreover, such
representations, warranties or covenants were accurate only as of
the date when made. Accordingly, such representations, warranties
and covenants should not be relied on as accurately representing
the current state of our affairs.
Unless
the context otherwise required, “United States Antimony
Corporation,” “UAMY,” “USAC,”
“the Company,” “we,” “us,”
“our” and similar terms refer to United States Antimony
Corporation and its subsidiaries.
FORWARD-LOOKING STATEMENTS
Some of
the statements contained or incorporated by reference in this
prospectus may be “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and may involve material risks, assumptions and
uncertainties. Forward-looking statements typically are identified
by the use of terms such as “may,” “will,”
“should,” “believe,” “might,”
“expect,” “anticipate,”
“intend,” “plan,” “estimate”
and similar words, although some forward-looking statements are
expressed differently.
Although we believe
that the expectations reflected in such forward-looking statements
are reasonable, these statements are not guarantees of future
performance and involve certain risks and uncertainties that are
difficult to predict and which may cause actual outcomes and
results to differ materially from what is expressed or forecasted
in such forward-looking statements. These forward-looking
statements speak only as of the date on which they are made and
except as required by law, we undertake no obligation to publicly
release the results of any revision or update of these
forward-looking statements, whether as a result of new information,
future events or otherwise. If we do update or correct one or more
forward-looking statements, you should not conclude that we will
make additional updates or corrections with respect thereto or with
respect to other forward-looking statements. A detailed discussion
of risks and uncertainties that could cause actual results and
events to differ materially from our forward-looking statements is
included in our periodic reports filed with the SEC and in the
“Risk Factors” section of this prospectus.
ABOUT THE COMPANY
This summary highlights information contained elsewhere in this
prospectus. This summary does not contain all of the information
that you should consider before deciding to invest in our company.
You should read this entire prospectus carefully, including
the information in our filings with the Securities and Exchange
Commission, or SEC, incorporated by reference in this
prospectus.
Overview
United
States Antimony Corporation, or USAC, was incorporated in Montana
in January 1970 to mine and produce antimony products. In December
1983, we suspended antimony mining operations but continued to
produce antimony products from domestic and foreign sources. In
April 1998, we formed United States Antimony SA de CV or USAMSA, to
mine and smelt antimony in Mexico. Bear River Zeolite Company, or
BRZ, was incorporated in 2000, and it is mining and producing
zeolite in southeastern Idaho. On August 19, 2005, USAC formed
Antimonio de Mexico, S. A. de C. V. to explore and develop antimony
and silver deposits in Mexico. Our principal business is the
production and sale of antimony, silver, gold and zeolite products.
On May 16, 2012, we started trading on the NYSE MKT (now NYSE
AMERICAN) under the symbol UAMY.
Corporate Information
Our corporate offices are located at 47 Cox Gulch,
P.O. Box 643, Thompson Falls, Montana 59873. Our telephone number
is (406) 827-3523. Our Internet address is www.usantimony.com.
On this web site, we post the following filings as soon as
reasonably practicable after they are electronically filed with or
furnished to the U.S. Securities and Exchange Commission
(“SEC”): our Annual Reports on Form 10-K; our
Quarterly Reports on Form 10-Q; our Current Reports on Form 8-K;
our proxy statements related to our annual stockholders’
meetings; and any amendments to those reports or statements. All
such filings are available on our web site free of charge. We do
not incorporate the information on or accessible through our
website into this prospectus, and you should not consider any
information on, or that can be accessed through, our website as a
part of this prospectus. Our company is a “smaller reporting
company” as defined in Rule 12b-2 of the Exchange Act, and we
have elected to take advantage of certain of the scaled disclosure
available to smaller reporting companies under the Exchange
Act.
RISK FACTORS
An
investment in our securities involves a high degree of risk. Before
making any investment decision, you should carefully consider the
risk factors set forth below, the information under the caption
“Risk Factors” in any applicable prospectus supplement,
any related free writing prospectus that we may authorize to be
provided to you and the information under the caption “Risk
Factors” in our annual report on Form 10-K and quarterly
reports on Form 10-Q that are incorporated by reference in this
prospectus, as updated by our subsequent filings under the Exchange
Act.
These
risks could materially affect our business, results of operation or
financial condition and affect the value of our securities.
Additional risks and uncertainties that are not yet identified may
also materially harm our business, operating results and financial
condition and could result in a complete loss of your investment.
You could lose all or part of your investment. For more
information, see “Where You Can Find More
Information.”
Risks Related to Our Securities and the Offering
Future sales or other dilution of our equity could depress the
market price of our common stock.
Sales
of our common stock, preferred stock, warrants, rights or
convertible debt securities, or any combination of the foregoing,
in the public market, or the perception that such sales could
occur, could negatively impact the price of our common
stock.
In
addition, the issuance of additional shares of our common stock,
securities convertible into or exercisable for our common stock,
other equity-linked securities, including preferred stock, warrants
or rights or any combination of these securities pursuant to this
prospectus will dilute the ownership interest of our common
shareholders and could depress the market price of our common stock
and impair our ability to raise capital through the sale of
additional equity securities.
We may
need to seek additional capital. If this additional financing is
obtained through the issuance of equity securities, debt securities
convertible into equity securities or options, warrants or rights
to acquire equity securities, our existing shareholders could
experience significant dilution upon the issuance, conversion or
exercise of such securities.
Our management will have broad discretion over the use of the
proceeds we receive from the sale our securities pursuant to this
prospectus and might not apply the proceeds in ways that increase
the value of your investment.
Our
management will have broad discretion to use the net proceeds from
any offerings under this prospectus, and you will be relying on the
judgment of our management regarding the application of these
proceeds. Except as described in any prospectus supplement or in
any related free writing prospectus that we may authorize to be
provided to you, the net proceeds received by us from our sale of
the securities described in this prospectus will be added to our
general funds and will be used for general corporate purposes. Our
management might not apply the net proceeds from offerings of our
securities in ways that increase the value of your investment and
might not be able to yield a significant return, if any, on any
investment of such net proceeds. You may not have the opportunity
to influence our decisions on how to use such
proceeds.
RATIO OF EARNINGS TO FIXED CHARGES
If we offer
debt securities and/or preference equity securities under this
prospectus, we will, if required at that time, provide
a ratio of earnings to fixed charges and/or
ratio of earnings to combined fixed charges and preference
dividends to earnings, respectively, in the applicable prospectus
supplement for such offering.
USE OF PROCEEDS
Except
as may be stated in the applicable prospectus supplement and any
related free writing prospectus that we may authorize to be
provided to you, we intend to use the net proceeds we receive from
the sale of the securities offered by this prospectus for general
corporate purposes, which may include, among other things,
repayment of debt, repurchases of common stock, capital
expenditures, the financing of possible acquisitions or business
expansions, increasing our working capital and the financing of
ongoing operating expenses and overhead.
DESCRIPTION OF CAPITAL STOCK
The
following is a summary of the material terms of our capital stock
and certain provisions of our articles of incorporation and bylaws
as amended and restated to date. This summary does not purport to
be complete and is qualified in its entirety by the provisions of
our articles of incorporation and our bylaws, each as amended and
restated to date, and the applicable provisions of the Montana
Business Corporation Act, or the Montana Act. See “Where You
Can Find More Information” elsewhere in this prospectus for
information on where you can obtain copies of our articles of
incorporation and our bylaws, which have been filed with, and are
publicly available from, the SEC.
Our
articles of incorporation, as amended and restated to date,
authorize us to issue up to 150,000,000 shares of common stock, par
value $0.01 per share. As of December 31, 2020, we had 75,795,814
shares of common stock outstanding, 750,000 shares of Series B
preferred stock outstanding (non-convertible), 177,904 shares of
Series C preferred stock outstanding (non-convertible), 1,751,005
shares of Series D preferred stock outstanding (convertible to
common stock on a 1:1 basis), and outstanding warrants to purchase
up to 6,194,899 shares of common stock.
DESCRIPTION OF COMMON STOCK
We are
authorized to issue up to 150,000,000 shares of common stock. As of
December 31, 2020, we had 75,795,814 shares of common stock
outstanding. Our common stock is listed for trading on NYSE
American under the symbol “UAMY.” The
transfer agent and registrar for our common stock is Direct
Transfer, LLC, Issuer Direct Corporation, One Glenwood Avenue,
Suite 1001, Raleigh, North Carolina 27603.
Shares
of our common stock have the following rights, preferences and
privileges:
Voting
Each
holder of common stock is entitled to one vote for each share of
common stock held on all matters submitted to a vote of
stockholders. Any action at a meeting at which a quorum is present
will be decided by a majority of the voting power present in person
or represented by proxy, except in the case of any election of
directors, which will be decided by a plurality of votes cast.
Cumulative voting is allowed.
Dividends
Holders
of our common stock are entitled to receive dividends when, as and
if declared by our board of directors out of funds legally
available for payment, subject to the rights of holders, if any, of
any class of stock having preference over the common stock. Any
decision to pay dividends on our common stock will be at the
discretion of our board of directors. Our board of directors may or
may not determine to declare dividends in the future. The
board’s determination to issue dividends will depend upon our
profitability and financial condition, any contractual
restrictions, restrictions imposed by applicable law and the SEC,
and other factors that our board of directors deems
relevant.
Liquidation Rights
In the
event of a voluntary or involuntary liquidation, dissolution or
winding up of the company, the holders of our common stock will be
entitled to share ratably on the basis of the number of shares held
in any of the assets available for distribution after we have paid
in full, or provided for payment of, all of our debts and after the
holders of all outstanding series of any class of stock that have
preference over the common stock, if any, have received their
liquidation preferences in full.
Other
Our
issued and outstanding shares of common stock are fully paid and
non-assessable, and the shares of our common stock that may be
offered, from time to time, under this prospectus will be fully
paid and non-assessable. Holders of shares of our common stock are
not entitled to preemptive rights. Shares of our common stock are
not convertible into shares of any other class of capital stock,
nor are they subject to any redemption or sinking fund
provisions.
DESCRIPTION OF PREFERRED STOCK
Our
board of directors has the authority to issue up to 10,000,000
shares of preferred stock in one or more series and to determine
the rights and preferences of the shares of any such series without
stockholder approval. Our board of directors may issue preferred
stock in one or more series and has the authority to fix the
designation and powers, rights and preferences and the
qualifications, limitations or restrictions with respect to each
class or series of such class without further vote or action by the
stockholders, unless action is required by applicable law or the
rules of any stock exchange on which our securities may be listed.
The ability of our board of directors to issue preferred stock
without stockholder approval could have the effect of delaying,
deferring or preventing a change of control of us or the removal of
existing management. Further, our board of directors may authorize
the issuance of preferred stock with voting or conversion rights
that could adversely affect the voting power or other rights of the
holders of our common stock. Additionally, the issuance of
preferred stock may have the effect of decreasing the market price
of our common stock.
As of
December 31, 2020, we had 750,000 shares of Series B preferred
stock outstanding (non-convertible), 177,904 shares of Series C
preferred stock outstanding (non-convertible), and 1,751,005 shares
of Series D preferred stock outstanding (convertible to common
stock on a 1:1 basis).
Shares
of our Series B, Series C and Series D preferred stock have the
following rights, preferences and privileges:
Voting
Our
Series B preferred stock is non-voting, except if and when
dividends payable on any of the Series B preferred stock is in
default. Holders of our Series C preferred stock have the right to
that number of votes equal to the number of shares of common stock
issuable upon conversion of such Series C shares, and holders of
our Series D preferred stock may vote equally with the shares of
our common stock and not as a separate class, and each holder of
shares of Series D preferred stock is entitled to such number of
votes as shall be equal to the whole number of shares of common
stock into which such holder’s aggregate number of shares of
Series D preferred stock are convertible immediately after the
close of business on the record date fixed for such meeting or the
effective date of such written consent.
Dividends and Liquidation Rights
Holders of our Series B preferred stock are
entitled to receive out of the net profits of our company, when and
if declared by our Board of Directors, cumulative dividends at the
annual rate of one cent ($0.01) per share, payable on the
31st
day of December. In the event of the
liquidation of our company, holders of our Series B preferred stock
shall be entitled to receive, subject to the preference of the
holders of our Series A preferred stock, $1.00 per share plus all
accumulated dividends before any amounts shall be distributed among
the holders of our common stock.
Holders
of our C preferred stock have no dividend rights. In the event of
any liquidation or winding up of our company, the holders of Series
C shares shall be entitled to receive in preference to the holders
of common stock an amount per share equal to $0.55, subject to the
preferences of the holders of our outstanding Series B preferred
stock.
Holders
of our Series D preferred stock have no dividend rights. In the
event of (i) any merger, sale, liquidation, or winding up of our
company, or (ii) any sale of all or substantially all of our assets
(including subsidiaries, joint ventures, or partnerships), or (iii)
any other corporate change as defined in our articles of
incorporation, the holders of Series D preferred stock are entitled
to be paid out of the assets of our company in preferences to the
holders of common stock but after payment and satisfaction of the
liquidation preferences of the holders of our outstanding Series B
and Series C preferred stock, an amount per share equal to the
greater of $2.50 or the equivalent market value of the number of
shares of common stock into which each share of Series D preferred
is convertible. Additional rights for holders of Series D preferred
stock are outlined in tour articles of incorporation.
We will
file as an exhibit to the registration statement of which this
prospectus is a part, or will incorporate by reference from reports
that we file with the SEC, the form of any certificate of
designation (or amendment of our articles of incorporation) that
describes the terms of the series of preferred stock we are
offering before the issuance of that series of preferred stock.
This description will include, but not be limited to, the
following:
●
the
title and stated value;
●
the
number of shares we are offering;
●
the
liquidation preference per share;
●
the
dividend rate, period and payment date and method of calculation
for dividends;
●
whether
dividends will be cumulative or non-cumulative and, if cumulative,
the date from which dividends will accumulate;
●
the
provisions for a sinking fund, if any;
●
the
provisions for redemption or repurchase, if applicable, and any
restrictions on our ability to exercise those redemption and
repurchase rights;
●
whether
the preferred stock will be convertible into our common stock, and,
if applicable, the conversion price, or how it will be calculated,
and the conversion period;
●
whether
the preferred stock will be exchangeable into debt securities, and,
if applicable, the exchange price, or how it will be calculated,
and the exchange period;
●
voting
rights, if any, of the preferred stock;
●
preemptive
rights, if any;
●
restrictions
on transfer, sale or other assignment, if any;
●
a
discussion of any material United States federal income tax
considerations applicable to the preferred stock;
●
the
relative ranking and preferences of the preferred stock as to
dividend rights and rights if we liquidate, dissolve or wind up our
affairs;
●
any
limitations on the issuance of any class or series of preferred
stock ranking senior to or on a parity with the series of preferred
stock as to dividend rights and rights if we liquidate, dissolve or
wind up our affairs; and
●
any
other specific terms, preferences, rights or limitations of, or
restrictions on, the preferred stock.
DESCRIPTION OF DEBT SECURITIES
We may
issue debt securities, in one or more series, as either senior or
subordinated debt or as senior or subordinated convertible debt.
When we offer to sell debt securities, we will describe the
specific terms of any debt securities offered from time to time in
a supplement to this prospectus, which may supplement or change the
terms outlined below. Senior debt securities will be issued under
one or more senior indentures, dated as of a date prior to such
issuance, between us and a trustee to be named in a prospectus
supplement, as amended or supplemented from time to time. Any
subordinated debt securities will be issued under one or more
subordinated indentures, dated as of a date prior to such issuance,
between us and a trustee to be named in a prospectus supplement, as
amended or supplemented from time to time. The indentures will be
subject to and governed by the Trust Indenture Act of 1939, as
amended.
Before
we issue any debt securities, the form of indentures will be filed
with the SEC and incorporated by reference as an exhibit to the
registration statement of which this prospectus is a part or as an
exhibit to a current report on Form 8-K. For the complete terms of
the debt securities, you should refer to the applicable prospectus
supplement and the form of indentures for those particular debt
securities. We encourage you to read the applicable prospectus
supplement and the form of indenture for those particular debt
securities before you purchase any of our debt
securities.
We will
describe in the applicable prospectus supplement the terms of the
series of debt securities being offered, including:
●
whether
or not such debt securities are guaranteed;
●
the
principal amount being offered, and if a series, the total amount
authorized and the total amount outstanding;
●
any
limit on the amount that may be issued;
●
whether
or not we will issue the series of debt securities in global form,
the terms and who the depositary will be;
●
the
annual interest rate, which may be fixed or variable, or the method
for determining the rate and the date interest will begin to
accrue, the dates interest will be payable and the regular record
dates for interest payment dates or the method for determining such
dates;
●
whether
or not the debt securities will be secured or unsecured, and the
terms of any secured debt;
●
the
terms of the subordination of any series of subordinated
debt;
●
the
place where payments will be payable;
●
restrictions
on transfer, sale or other assignment, if any;
●
our
right, if any, to defer payment of interest and the maximum length
of any such deferral period;
●
the
date, if any, after which, and the price at which, we may, at our
option, redeem the series of debt securities pursuant to any
optional or provisional redemption provisions and the terms of
those redemption provisions;
●
the
date, if any, on which, and the price at which we are obligated,
pursuant to any mandatory sinking fund or analogous fund provisions
or otherwise, to redeem, or at the holder’s option to
purchase, the series of debt securities and the currency or
currency unit in which the debt securities are
payable;
●
any
restrictions on our ability and/or the ability of our subsidiaries
to:
●
incur
additional indebtedness;
●
issue
additional securities;
●
pay
dividends and make distributions in respect of our capital stock
and the capital stock of our subsidiaries;
●
place
restrictions on our subsidiaries’ ability to pay dividends,
make distributions or transfer assets;
●
make
investments or other restricted payments;
●
sell or
otherwise dispose of assets;
●
enter
into sale-leaseback transactions;
●
engage
in transactions with stockholders and affiliates;
●
issue
or sell stock of our subsidiaries; or
●
effect
a consolidation or merger;
●
whether
the indenture will require us to maintain any interest coverage,
fixed charge, cash flow-based, asset-based or other financial
ratios;
●
a
discussion of any material United States federal income tax
considerations applicable to the debt securities;
●
information
describing any book-entry features;
●
provisions
for a sinking fund purchase or other analogous fund, if
any;
●
the
denominations in which we will issue the series of debt
securities;
●
the
currency of payment of debt securities if other than U.S. dollars
and the manner of determining the equivalent amount in U.S.
dollars; and
●
any
other specific terms, preferences, rights or limitations of, or
restrictions on, the debt securities, including any additional
events of default or covenants provided with respect to the debt
securities, and any terms that may be required by us or advisable
under applicable laws or regulations.
Conversion or Exchange Rights
We will
set forth in the prospectus supplement the terms on which a series
of debt securities may be convertible into or exchangeable for our
common stock or our other securities. We will include provisions as
to whether conversion or exchange is mandatory, at the option of
the holder or at our option. We may include provisions pursuant to
which the number of shares of our common stock or our other
securities that the holders of the series of debt securities
receive would be subject to adjustment.
DESCRIPTION OF WARRANTS
We may
issue warrants for the purchase of common stock, preferred stock
and/or debt securities in one or more series. We may issue warrants
independently or together with common stock, preferred stock and/or
debt securities, and the warrants may be attached to or separate
from these securities. While the terms summarized below will apply
generally to any warrants that we may offer, we will describe the
particular terms of any series of warrants in more detail in the
applicable prospectus supplement. The terms of any warrants offered
under a prospectus supplement may differ from the terms described
below.
We will
file as exhibits to the registration statement of which this
prospectus is a part, or will incorporate by reference from reports
that we file with the SEC, the form of warrant agreement, including
a form of warrant certificate, that describes the terms of the
particular series of warrants we are offering before the issuance
of the related series of warrants. The following summaries of
material provisions of the warrants and the warrant agreements are
subject to, and qualified in their entirety by reference to, all of
the provisions of the warrant agreement and warrant certificate
applicable to the particular series of warrants that we may offer
under this prospectus. We urge you to read the applicable
prospectus supplements related to the particular series of warrants
that we may offer under this prospectus, as well as any related
free writing prospectuses, and the complete warrant agreements and
warrant certificates that contain the terms of the
warrants.
General
We will
describe in the applicable prospectus supplement the terms of the
series of warrants being offered, including:
●
the
offering price and aggregate number of warrants
offered;
●
the
currency for which the warrants may be purchased;
●
if
applicable, the designation and terms of the securities with which
the warrants are issued and the number of warrants issued with each
such security or each principal amount of such
security;
●
if
applicable, the date on and after which the warrants and the
related securities will be separately transferable;
●
in the
case of warrants to purchase debt securities, the principal amount
of debt securities purchasable upon exercise of one warrant and the
price at which, and the currency in which, this principal amount of
debt securities may be purchased upon such exercise;
●
in the
case of warrants to purchase common stock or preferred stock, the
number of shares of common stock or preferred stock, as the case
may be, purchasable upon the exercise of one warrant and the price
at which these shares may be purchased upon such
exercise;
●
the
effect of any merger, consolidation, sale or other disposition of
our business on the warrant agreements and the
warrants;
●
the
terms of any rights to redeem or call the warrants;
●
any
provisions for changes to or adjustments in the exercise price or
number of securities issuable upon exercise of the
warrants;
●
the
dates on which the right to exercise the warrants will commence and
expire;
●
the
manner in which the warrant agreements and warrants may be
modified;
●
a
discussion of any material or special United States federal income
tax consequences of holding or exercising the
warrants;
●
the
terms of the securities issuable upon exercise of the warrants;
and
●
any
other specific terms, preferences, rights or limitations of or
restrictions on the warrants.
Before
exercising their warrants, holders of warrants will not have any of
the rights of holders of the securities purchasable upon such
exercise, including:
●
in the
case of warrants to purchase debt securities, the right to receive
payments of principal of, or premium, if any, or interest on, the
debt securities purchasable upon exercise or to enforce covenants
in the applicable indenture; or
●
in the
case of warrants to purchase common stock or preferred stock, the
right to receive dividends, if any, or payments upon our
liquidation, dissolution or winding up or to exercise voting
rights, if any.
Exercise of Warrants
Each
warrant will entitle the holder to purchase the securities that we
specify in the applicable prospectus supplement at the exercise
price that we describe in the applicable prospectus supplement.
Holders of the warrants may exercise the warrants at any time up to
the specified time on the expiration date that we set forth in the
applicable prospectus supplement. After the close of business on
the expiration date, unexercised warrants will become
void.
Holders
of the warrants may exercise the warrants by delivering the warrant
certificate representing the warrants to be exercised together with
specified information, and paying the required amount to the
warrant agent in immediately available funds, as provided in the
applicable prospectus supplement. We will set forth on the reverse
side of the warrant certificate and in the applicable prospectus
supplement the information that the holder of the warrant will be
required to deliver to the warrant agent.
If any
warrants represented by the warrant certificate are not exercised,
we will issue a new warrant certificate for the remaining amount of
warrants. If we so indicate in the applicable prospectus
supplement, holders of the warrants may surrender securities as all
or part of the exercise price for warrants.
Enforceability of Rights By Holders of Warrants
Any warrant agent
will act solely as our agent under the applicable warrant agreement
and will not assume any obligation or relationship of agency or
trust with any holder of any warrant. A single bank or trust
company may act as warrant agent for more than one issue of
warrants. A warrant agent will have no duty or responsibility in
case of any default by us under the applicable warrant agreement or
warrant, including any duty or responsibility to initiate any
proceedings at law or otherwise, or to make any demand upon us. Any
holder of a warrant may, without the consent of the related warrant
agent or the holder of any other warrant, enforce by appropriate
legal action the holder’s right to exercise, and receive the
securities purchasable upon exercise of, its warrants in accordance
with their terms.
DESCRIPTION OF RIGHTS
We may
issue rights to purchase our common stock or preferred stock, in
one or more series. Rights may be issued independently or together
with any other offered security and may or may not be transferable
by the person purchasing or receiving the subscription rights. In
connection with any rights offering to our stockholders, we may
enter into a standby underwriting arrangement with one or more
underwriters pursuant to which such underwriters will purchase any
offered securities remaining unsubscribed after such rights
offering. In connection with a rights offering to our stockholders,
we will distribute certificates evidencing the rights and a
prospectus supplement to our stockholders on the record date that
we set for receiving rights in such rights offering. The applicable
prospectus supplement or free writing prospectus will describe the
following terms of rights in respect of which this prospectus is
being delivered:
●
the
title of such rights;
●
the
securities for which such rights are exercisable;
●
the
exercise price for such rights;
●
the
date of determining the security holders entitled to the rights
distribution;
●
the
number of such rights issued to each security holder;
●
the
extent to which such rights are transferable;
●
if
applicable, a discussion of the material United States federal
income tax considerations applicable to the issuance or exercise of
such rights;
●
the
date on which the right to exercise such rights shall commence, and
the date on which such rights shall expire (subject to any
extension);
●
the
conditions to completion of the rights offering;
●
any
provisions for changes to or adjustments in the exercise price or
number of securities issuable upon exercise of the
rights;
●
the
extent to which such rights include an over-subscription privilege
with respect to unsubscribed securities;
●
if
applicable, the material terms of any standby underwriting or other
purchase arrangement that we may enter into in connection with the
rights offering; and
●
any
other terms of such rights, including terms, procedures and
limitations relating to the exchange and exercise of such
rights.
Each
right will entitle the holder thereof the right to purchase for
cash such amount of shares of common stock or preferred stock, or
any combination thereof, at such exercise price as shall in each
case be set forth in, or be determinable as set forth in, the
prospectus supplement relating to the rights offered thereby.
Rights may be exercised at any time up to the close of business on
the expiration date for such rights set forth in the prospectus
supplement. After the close of business on the expiration date, all
unexercised rights will become void. Rights may be exercised as set
forth in the prospectus supplement relating to the rights offered
thereby. Upon receipt of payment and the proper completion and due
execution of the rights certificate at the office of the rights
agent, if any, or any other office indicated in the prospectus
supplement, we will forward, as soon as practicable, the shares of
common stock and/or preferred stock purchasable upon such exercise.
We may determine to offer any unsubscribed offered securities
directly to persons other than stockholders, to or through agents,
underwriters or dealers or through a combination of such methods,
including pursuant to standby underwriting arrangements, as set
forth in the applicable prospectus supplement.
DESCRIPTION OF UNITS
As
specified in the applicable prospectus supplement, we may issue, in
one more series, units consisting of common stock, preferred stock,
debt securities and/or warrants or rights for the purchase of
common stock, preferred stock and/or debt securities in any
combination.
The
applicable prospectus supplement will describe:
●
the
securities comprising the units, including whether and under what
circumstances the securities comprising the units may be separately
traded;
●
the
terms and conditions applicable to the units, including a
description of the terms of any applicable unit agreement governing
the units; and
●
a
description of the provisions for the payment, settlement, transfer
or exchange of the units.
PLAN OF DISTRIBUTION
The
securities covered by this prospectus may be offered and sold from
time to time pursuant to one or more of the following
methods:
●
to or
through underwriters;
●
to or
through broker-dealers (acting as agent or principal);
●
in
“at the market offerings” within the meaning of Rule
415(a)(4) of the Securities Act, to or through a market maker or
into an existing trading market, on an exchange, or
otherwise;
●
directly
to purchasers, through a specific bidding or auction process or
otherwise; or
●
through
a combination of any such methods of sale.
Agents,
underwriters or broker-dealers may be paid compensation for
offering and selling the securities. That compensation may be in
the form of discounts, concessions or commissions to be received
from us, from the purchasers of the securities or from both us and
the purchasers. Any underwriters, dealers, agents or other
investors participating in the distribution of the securities may
be deemed to be “underwriters,” as that term is defined
in the Securities Act, and compensation and profits received by
them on sale of the securities may be deemed to be underwriting
commissions, as that term is defined in the rules promulgated under
the Securities Act.
Each
time securities are offered by this prospectus, the prospectus
supplement, if required, will set forth:
●
the
name of any underwriter, dealer or agent involved in the offer and
sale of the securities;
●
the
terms of the offering;
●
any
discounts concessions or commissions and other items constituting
compensation received by the underwriters, broker-dealers or
agents;
●
any
over-allotment option under which any underwriters may purchase
additional securities from us; and
●
any
initial public offering price.
The
securities may be sold at a fixed price or prices, which may be
changed, at market prices prevailing at the time of sale, at prices
relating to the prevailing market prices or at negotiated prices.
The distribution of securities may be effected from time to time in
one or more transactions, by means of one or more of the following
transactions, which may include cross or block trades:
●
transactions
on the NYSE American or any other organized market where the
securities may be traded;
●
in the
over-the-counter market;
●
in
negotiated transactions;
●
under
delayed delivery contracts or other contractual commitments;
or
●
a
combination of such methods of sale.
If
underwriters are used in a sale, securities will be acquired by the
underwriters for their own account and may be resold from time to
time in one or more transactions. Our securities may be offered to
the public either through underwriting syndicates represented by
one or more managing underwriters or directly by one or more firms
acting as underwriters. If an underwriter or underwriters are used
in the sale of securities, an underwriting agreement will be
executed with the underwriter or underwriters at the time an
agreement for the sale is reached. This prospectus and the
prospectus supplement will be used by the underwriters to resell
the shares of our securities.
If 5%
or more of the net proceeds of any offering of our securities made
under this prospectus will be received by a FINRA member
participating in the offering or affiliates or associated persons
of such FINRA member, the offering will be conducted in accordance
with FINRA Rule 5121.
To
comply with the securities laws of certain states, if applicable,
the securities offered by this prospectus will be offered and sold
in those states only through registered or licensed brokers or
dealers.
Agents,
underwriters and dealers may be entitled to indemnification by us
against specified liabilities, including liabilities incurred under
the Securities Act, or to contribution by us to payments they may
be required to make in respect of such liabilities. The prospectus
supplement will describe the terms and conditions of such
indemnification or contribution. Some of the agents, underwriters
or dealers, or their respective affiliates, may be customers of,
engage in transactions with or perform services for us in the
ordinary course of business. We will describe in the prospectus
supplement naming the underwriter the nature of any such
relationship.
Certain
persons participating in the offering may engage in over-allotment,
stabilizing transactions, short-covering transactions and penalty
bids in accordance with Regulation M under the Exchange Act. We
make no representation or prediction as to the direction or
magnitude of any effect that such transactions may have on the
price of the securities. For a description of these activities, see
the information under the heading “Underwriting” in the
applicable prospectus supplement.
LEGAL MATTERS
The
validity of the securities offered in this prospectus will be
passed upon for us by Stoel Rives LLP, Boise, Idaho.
EXPERTS
The
consolidated financial statements as of December 31, 2019 and 2018,
and for each of the two years in the period ended December 31,
2019, incorporated by reference in this prospectus and the
registration statement of which this prospectus forms a part have
been so incorporated in reliance on the report of DeCoria, Maichel
& Teague, P.S, an independent registered public accounting
firm, incorporated by reference, given on the authority of said
firm as experts in auditing and accounting. The audit report
covering the December 31, 2019 consolidated financial statements
contains an emphasis of matter paragraph regarding our ability to
continue as a going concern.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC
allows us to “incorporate by reference” the information
we file with them into this prospectus. This means that we can
disclose important information about us and our financial condition
to you by referring you to another document filed separately with
the SEC instead of having to repeat the information in this
prospectus. The information incorporated by reference is considered
to be part of this prospectus and later information that we file
with the SEC will automatically update and supersede this
information. This prospectus incorporates by reference any future
filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act, between the date of the filing of the initial
registration statement and prior to effectiveness of the
registration statement and the documents listed below that we have
previously filed with the SEC:
●
our Annual Report on
Form 10-K
for the fiscal year ended December
31, 2019, filed with the SEC on April 14, 2020;
●
our Quarterly Report on
Form 10-Q
for the fiscal quarter ended March
31, 2020, filed with the SEC on May 15, 2020;
●
our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2020, filed
with the SEC on August 19, 2020;
●
our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020,
filed with the SEC on November 16, 2020;
●
our
Current Reports on Form 8-K, filed with the SEC on June 19, 2020,
July 27, 2020, January 6, 2021 and January 15, 2021;
and
●
the description of our common stock contained in the registration
statement on
Form
8-A, filed on May 16,
2012, File No. 001-08675, and any other amendment or report filed
for the purpose of updating such description.
We also
incorporate by reference all documents that we file with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
on or after the effective time of the registration statement of
which this prospectus forms a part and prior to the sale of all of
the securities registered hereunder or the termination of the
registration statement. Nothing in this prospectus shall be deemed
to incorporate information furnished but not filed with the
SEC.
Any
statement contained in this prospectus or in a document
incorporated or deemed to be incorporated by reference in this
prospectus shall be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement
contained herein or in the applicable prospectus supplement or in
any other subsequently filed document that also is or is deemed to
be incorporated by reference modifies or supersedes the statement.
Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
prospectus.
We will
furnish without charge to you, on written or oral request, a copy
of any or all of the documents incorporated by reference in this
prospectus, including exhibits to these documents. You should
direct any requests for documents to United States Antimony
Corporation, Attn: Corporate Secretary, 47 Cox Gulch, P.O. Box 643,
Thompson Falls, Montana 59873.
Statements
contained in this prospectus as to the contents of any contract or
other documents are not necessarily complete, and in each instance
you are referred to the copy of the contract or other document
filed as an exhibit to the registration statement or incorporated
herein, each such statement being qualified in all respects by such
reference and the exhibits and schedules thereto.
WHERE YOU CAN FIND MORE INFORMATION
This
prospectus is part of a registration statement on Form S-3 that we
filed with the SEC registering the securities that may be offered
and sold hereunder. The registration statement, including the
exhibits thereto, contains additional relevant information about us
and these securities, as permitted by the rules and regulations of
the SEC, that we have not included in this prospectus. A copy of
the registration statement can be obtained at the address set forth
below or at the SEC’s website as noted below. You should read
the registration statement, including any applicable prospectus
supplement, for further information about us and these
securities.
We are
a public company and file annual, quarterly and current reports,
proxy statements and other information with the SEC. Our SEC
filings are available to the public over the Internet at the
SEC’s website at http:/www.sec.gov. You may also read and
copy any document we file at the SEC’s public reference room,
100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the
public reference room.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The
following table sets forth all expenses payable by us in connection
with the offering of our securities being registered hereby. All
amounts shown are estimates except the SEC registration
fee.
SEC registration
fee
|
$2,727.50
|
Legal fees and
expenses
|
*
|
Accounting fees and
expenses
|
*
|
Printing and
miscellaneous expenses
|
*
|
|
|
Total
expenses
|
$2,727.50
|
*
Estimated expenses
are presently not known and cannot be estimated.
Item 15. Indemnification of Directors and Officers.
Montana Business Corporation Act. As a
Montana corporation, the Company is subject to the Montana Business
Corporation Act (MCA 35-14-101 et seq., the “MBCA”), which provides
mandatory indemnification by the Company for a director who was
wholly successful in the defense of any proceeding to which the
director was a party because the director was a director of the
corporation. The MBCA also provides for (i) permissible
indemnification in certain circumstances as provided under Section
35-14-851, (ii) an advance for expenses under Section 35-14-853,
and (ii) court-ordered indemnification in certain circumstances as
provided under Section 35-14-854. All other provisions of the MBCA
governing indemnification apply to the Company except when the MBCA
allows the Company’s Restated Articles of Incorporation as
amended and/or Bylaws to govern.
Amended and Restated Bylaws. Our Bylaws
provide for the indemnification of our directors and officers and
provides a right of reimbursement or advancement of expenses as
detailed further in our Bylaws.
Insurance Policies. The Company
maintains directors’ and officers’ liability insurance
in an amount of $5,000,000. We intend to maintain insurance on
behalf of any person who is or was a director or officer against
any loss arising from any claim asserted against him or her and
incurred by him or her in any such capacity, subject to certain
exclusions.
The
foregoing discussion of our Bylaws, insurance policies, and the
MBCA is not intended to be exhaustive and is qualified in its
entirety by such Bylaws, insurance policies, the MBCA or any other
applicable law.
Insofar
as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been
advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable.
The
registrant expects to enter into customary indemnification
agreements with its executive officers and directors that provide
them, in general, with customary indemnification in connection with
their service to the registrant or on the registrant’s
behalf.
At
present, there is no pending litigation or proceeding involving any
of our directors, officers or employees in which indemnification is
sought, nor are we aware of any threatened litigation that may
result in claims for indemnification.
Item 16. Exhibits and Financial Schedule
See the
Exhibit Index attached to this registration statement and
incorporated herein by reference.
Item 17. Undertakings.
The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
(i) to
include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to
reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in this registration statement. Notwithstanding the
foregoing, any increase or decrease in the volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the SEC pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement;
and
(iii)
to include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that paragraphs (1)(i), (1)(ii) and
(1)(iii) do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the SEC by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act, that are incorporated by reference in this registration
statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of this registration
statement.
(2)
That, for the purposes of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be
deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4)
That, for the purpose of determining liability under the Securities
Act to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3)
shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the
registration statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5) or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii) or (x) for the purpose of providing the
information required by section 10(a) of the Securities Act shall
be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided
in Rule 430B, for liability purposes of the issuer and any person
that is at that date an underwriter, such date shall be deemed to
be a new effective date of the registration statement relating to
the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a
time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in
any such document immediately prior to such effective
date.
(5)
That, for the purpose of determining liability of a registrant
under the Securities Act to any purchaser in the initial
distribution of the securities:
The
undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used
to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following
communications the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities
to such purchaser:
(i) any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
(ii)
any free writing prospectus relating to the offering prepared by or
on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
(iii)
the portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv)
any other communication that is an offer in the offering made by
the undersigned registrant to the purchaser.
(6) The
undersigned registrant hereby undertakes that:
(i) For
purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of
this registration statement in reliance upon rule 430A and
contained in a form of prospectus filed by the registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall
be deemed to be part of this registration statement as of the time
it was declared effective.
(ii)
For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
The
registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the
registrant’s annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in
this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide
offering thereof.
Insofar
as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of
the registrant pursuant to the indemnification provisions described
herein, or otherwise, the registrant has been advised that in the
opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such
issue. The
undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act
under subsection (a) of Section 310 of the Trust Indenture Act
(“Act”) in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the
Act.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Thompson Falls, State of Montana, on the 19th day of January,
2021.
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UNITED
STATES ANTIMONY CORPORATION
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By:
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/s/
John C. Gustavsen
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|
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John C.
Gustavsen
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Interim
Chief Executive Officer (Principal Executive Officer)
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Each
person whose signature appears below constitutes and appoints John
C. Gustavsen and Russell C. Lawrence as his true and lawful
attorneys-in-fact and agents, each acting alone, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments
(including pre-effective and post-effective amendments) to this
registration statement on Form S-3 and any subsequent registration
statement that the registrant may hereafter file with the
Securities and Exchange Commission pursuant to Rule 462 under the
Securities Act to register additional securities in connection with
this registration statement, and to file this registration
statement, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in order to effectuate the
same as fully, to all intents and purposes, as he might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the
requirements of the Securities Act, this registration statement has
been signed by the following persons in the capacities and on the
dates indicated.
Signature
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Title
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Date
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|
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/s/
John C. Gustavsen
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Interim
Chief Executive Officer
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|
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John C.
Gustavsen
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(Principal
Executive Officer)
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|
January
19, 2021
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|
|
|
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/s/
Daniel Parks
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Chief
Financial Officer
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Daniel
Parks
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(Principal
Financial Officer and
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January
19, 2021
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Principal
Accounting Officer)
|
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/s/
Blaise Aguirre, MD
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Director
|
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January
19, 2021
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Blaise
Aguirre, MD
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/s/
Hartmut W. Baitis
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Director
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January
19, 2021
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Hartmut
W. Baitis
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/s/
Russell C. Lawrence
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Director
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January
19, 2021
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Russell
C. Lawrence
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EXHIBIT INDEX
Exhibit Number
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Description
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1.1
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Form of
Underwriting Agreement*
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|
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Second Restated Articles of Incorporation (filed as Exhibit 3.1 to
the Company’s current Report on Form 8-K filed with the SEC
on January 15, 2021, and incorporated herein by
reference)
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|
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Amended and Restated Bylaws (filed as Exhibit 3.02 to the
Company’s Current Report on Form 8-K filed with the SEC on
December 20, 2012, and incorporated herein by
reference)
|
4.1
|
|
Form of
Certificate of Designations of Preferred Stock*
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4.2
|
|
Form of
Preferred Stock Certificate*
|
|
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Form of Indenture**
|
4.4
|
|
Form of
Debt Security*
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4.5
|
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Form of
Warrant Agreement, including form of Warrant, if any*
|
4.6
|
|
Form of
Unit Agreement, including form of Unit Certificate, if
any*
|
4.7
|
|
Form of
Pledge Agreement*
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4.8
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|
Form of
Rights Agreement, including form of Rights Certificate, if
any*
|
|
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Opinion of Stoel Rives LLP**
|
12.1
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Statement Regarding Computation of Ratio of Earnings to Fixed
Charges*
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Consent of Independent Registered Public Accounting Firm, Assure
CPA (f/k/a DeCoria, Maichel & Teague, P.S.) **
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23.2
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Consent of Stoel Rives LLP (included in legal opinion filed as
Exhibit 5.1)**
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24.1
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Powers of Attorney (included on signature page)
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25.1
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Statement
of Eligibility on Form T-1 under the Trust Indenture Act of 1939,
as amended***
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*
To be
filed, if applicable, by amendment or as an exhibit to a report
filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended, and incorporated herein by
reference.
***
To be
filed, if necessary, separately under electronic form type
“305B2* in accordance with Section 305(b)(2) of the Trust
Indenture Act of 1939, as amended.
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