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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒ ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year
ended December 31, 2022
OR
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file
number: 333-249533
FORTITUDE GOLD CORPORATION
(Exact name of registrant as specified in its charter)
Colorado
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85-2602691
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(State of Other Jurisdiction of incorporation or Organization)
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(I.R.S. Employer Identification No.)
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2886 Carriage Manor
Point, Colorado Springs, CO
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80906
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(Address of principal executive offices)
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(Zip code)
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Registrant’s telephone
number, including area code: (719) 717-9825
Securities registered pursuant to
Section 12(b) of the Act:
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Name Of Each Exchange
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Title of Each Class
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Trading Symbol(s)
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On Which Registered
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N/A
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N/A
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N/A
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Securities registered pursuant to
Section 12(g) of the Act: None
Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes ☐ No x
Indicate by check mark if the
registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the
Act. Yes ☐
No x
Indicate by check mark whether the
registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes x No ☐
Indicate by check mark whether the
Registrant has submitted electronically, every Interactive Data
File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.0405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was
required to submit such files). Yes x No ☐
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§ 232.405 of this chapter)
is not contained herein, and will not be contained, to the best of
Registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
x
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth 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 x
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Smaller reporting
company x
Emerging
growth company x
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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 13(a) of the Exchange Act. x
Indicate by check mark whether the
registrant has filed a report on and attestation to its
management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the
Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.
Yes ☐
No
x
If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an
error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are
restatements that required a recovery analysis of incentive‐based
compensation received by any of the registrant’s executive officers
during the relevant recovery period pursuant to §240.10D‐1(b).
☐
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes ☐
No x
The aggregate market value of the Registrant’s Common Stock held by
non-affiliates on June 30, 2022 (the last business day of the
Registrant’s most recently completed second fiscal quarter) was
approximately $127,000,000. Shares of Common Stock held by each
executive officer and director and by each shareholder affiliated
with a director or an executive officer have been excluded from
this calculation because such persons may be deemed to be
affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes. The
number of outstanding shares of the Registrant’s Common Stock as of
February 27, 2023 was 24,084,542.
Documents Incorporated
by Reference
Not applicable.