UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):   August 4, 2016

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EL CAPITAN PRECIOUS METALS, INC. 

(Exact Name of Registrant as Specified in Charter)

(928) 515-1942

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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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:

Change to Executive Officer Appointments

Effective August 4, 2016, the Board of Directors of El Capitan Precious Metals, Inc. (the “Company”) appointed John F. Stapleton to replace Charles C. Mottley as President and Chief Executive Officer of the Company. The change in senior management was proposed by Mr. Mottley, who will continue to serve as a member of the Company’s Board of Directors and as President Emeritus.

Mr. Stapleton, age 73, has been a Company director and Chairman of the Company’s Board of Directors since April 2009, and previously served as Chief Financial Officer of the Company from February 2012 until January 2016. Mr. Stapleton has extensive experience with early-stage development companies and contributes a unique set of skills needed to achieve a focused strategy, early-stage funding, basic infrastructure and business model, all of which are central to creating a solid business platform to launch and scale a successful venture. Mr. Stapleton has a history of founding and supporting more than 25 emerging technology companies. As a senior officer and investor, Mr. Stapleton has been instrumental in the development and financing of several companies.

Mr. Stapleton is the sole owner of the Management Resource Initiatives, Inc. (“MRI”). Since January 2012, MRI has been managing and overseeing the process of marketing and selling the El Capitan Property and performing other services aimed at furthering the Company's strategic goals pursuant to an unwritten consulting arrangement. Under this arrangement, MRI is entitled to receive a monthly consulting fee of $15,000. The Company made aggregate payments of $45,000 to MRI during fiscal year 2015. Based on the Company’s lack of available funds, the balance of these payments has been deferred. Accrued and unpaid fees of $225,000 are recorded in accrued compensation - related parties at March 31, 2016.

On February 4, 2015, the Company signed a $30,000 promissory note payable to MRI, at 18% interest per annum, due and payable on February 4, 2016. As an inducement for the loan represented by the note, the Company issued 200,000 shares of restricted common stock of the Company to MRI. The Company is in the process of amending the note to extend the maturity date from February 4, 2016 to February 4, 2017.

Amendment to 2015 Equity Incentive Plan

Effective August 4, 2016, the Board of Directors of the Company adopted Amendment No. 3 to the Company’s 2015 Equity Incentive Plan (the “2015 Plan”) pursuant to which the number of shares of the common stock issuable under the 2015 Plan was increased from 28,000,000 to 50,000,000. A copy of Amendment No. 3 to the 2015 Plan is attached as Exhibit 10.1 to this report and is incorporated by reference herein.

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 hereunto duly authorized.

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