Current Report Filing (8-k)
26 Abril 2023 - 12:44PM
Edgar (US Regulatory)
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2023-04-24
2023-04-24
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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): April 24, 2023
ATHENA GOLD
CORPORATION
(Exact Name of Registrant as Specified in its
Charter)
| Delaware |
000-51808 |
90-0158978 |
(State or other jurisdiction
of incorporation) |
(Commission File
Number) |
(I.R.S. Employer Identification
number) |
2010
A Harbison Drive # 312, Vacaville,
CA 95687
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area
code) (707)
291-6198
______________________________________________________
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
Symbol |
Name
of each exchange on which registered |
| N/A |
N/A |
N/A |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
| ITEM 3.02 | UNREGISTERED SALE OF EQUITY SECURITIES |
The following sets forth the information required
by Item 701 of Regulation S-K with respect to the unregistered sales of equity securities by Athena Gold Corporation (the “Company”
or “Athena”):
1a. Effective April 24, 2023, the Company completed
the sale of an aggregate of CDN$1,015,000 of its Units at a purchase price of CDN$.07 per Unit for a total of 14,500,000 Units. Each Unit
consisted of one (1) share of Common Stock and one (1) common stock purchase warrant (“Warrant”) exercisable for two
years to purchase one additional share of Common Stock at a price of CDN $0.10 per share. The transaction was part of the Company’s
unregistered private offering of up to CDN $1,015,000 in Units at a price of $0.07 per Unit.
b. The
Units sold under 1(a) above were issued pursuant to concurrent offerings under Regulation D and Regulation S under the Securities Act
of 1933, as amended. In connection with the Regulation D offering, the Company sold securities to four (4) US Persons, each of whom qualifies
as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933. The Units, including
the shares of Common Stock and Warrants issued are “restricted securities” under the Securities Act of 1933, as amended and
the certificate evidencing same bears the Company’s customary restrictive legend.
c. The
Company paid finders’ fees in the amount of CDN $7,921.20 in connection with the sale of the Units. The finders were also entitled
to 6% warrants based on the number of Units sold and received 202,303 broker warrants.
d. The
securities issued under 1(a) above were issued without registration under the Securities Act in reliance upon an exemption from the registration
requirements of the Securities Act set forth in Regulation D or Regulation S.
e. Each
Warrant sold as part of the Units is exercisable for two (2) years to purchase one additional share of Common Stock at an exercise price
of CDN $0.10 per share.
f. Proceeds
of the Offering will be used for working capital and other general corporate purposes.
| ITEM 7.01 | REGULATION FD DISCLOSURE |
On April 26 2023, Athena
Gold Corporation, a Delaware corporation (the “Company”) issued a press release announcing the completion of a non-brokered
private offering of securities described in Item 3.02 above. A copy of the press release is filed herewith as Exhibit 99.1.
The information in this
Current Report on Form 8-K furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
liability under that section, and they shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. By filing this Current Report
on Form 8-K and furnishing this information pursuant to Item 7.01, the Company makes no admission as to the materiality of any information
in this Current Report on Form 8-K, including Exhibit 99.1, that is required to be disclosed solely by Regulation FD.
|
ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS |
Exhibits
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.
| |
Athena Gold Corporation |
| |
|
|
| |
|
|
| Date: April 26, 2023 |
By: |
/s/ John C. Power |
| |
|
John C. Power, President |
Athena Gold (QB) (USOTC:AHNR)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
Athena Gold (QB) (USOTC:AHNR)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
