Attached files
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): February 1, 2021
UNITED STATES ANTIMONY CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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Montana
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001-08675
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81-0305822
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(State
or Other Jurisdictionof Incorporation)
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(CommissionFile
Number)
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(IRS
EmployerIdentification No.)
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47 Cox Gulch, P.O. Box 643
Thompson Falls, Montana
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59873
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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: 406-827-3523
None
(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 (see General Instruction A.2.
below):
☐ 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))
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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Common
Stock, $0.01 par value
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UAMY
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NYSE
American
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Item
1.01 Entry
into a Material Definitive Agreement
On
February 1, 2021, United States Antimony Corporation (the
“Company”) entered into a Securities Purchase Agreement
(the “Purchase Agreement”) with the institutional
investors signatory thereto (the “Investors”) pursuant
to which the Company agreed to sell to the Investors, and the
Investors agreed to purchase from the Company, in a registered
direct offering, an aggregate of 15,300,000 shares (the
“Shares”) of the common stock, par value $0.01 per
share, of the Company (“Common Stock”), at a purchase
price of $0.70 per Share, for aggregate gross proceeds to the
Company of approximately $10.7 million.
The
Company also agreed to sell to the Investors, in a concurrent
private placement, unregistered warrants to purchase up to an
aggregate of 7,650,000 shares of Common Stock at an exercise price
of $0.85 per share (the “Warrants”). The Warrants shall
be initially exercisable six months following issuance and expire
five and one-half years from the issuance date of the Warrants. The
exercise price and the number of shares of Common Stock issuable
upon exercise of the Warrants (the “Warrant Shares”)
are subject to adjustment in the event of stock splits or
dividends, or other similar transactions, but not as a result of
future securities offerings at lower prices. Within 85 days from
the date of the Purchase Agreement, the Company shall file a
registration statement on Form S-3 (or other appropriate form if
the Company is not then S-3 eligible) providing for the resale by
the Investors of the Warrant Shares and use commercially reasonable
efforts to cause such registration to become effective no later
than 181 days following the closing date of the Offering (as
defined below).
Net proceeds to the Company from the sale of the
Shares and the Warrants (such transaction, the
“Offering”), after deducting estimated offering
expenses and placement agent fees, are expected to be approximately
$9.9 million. The Offering is expected to close on or about
February 3, 2021, subject to satisfaction of customary closing
conditions.
With
respect to the Shares, the Offering is being made pursuant to the
Company’s effective shelf registration statement on Form S-3
(File No. 333-252193), which was originally filed with the
Securities and Exchange Commission on January 19, 2021 and was
declared effective on January 27, 2021. With respect to the
Warrants, the Offering is being made pursuant to Regulation D of
the Securities Act of 1933, as amended (the “Securities
Act”), and the rules and regulations promulgated
thereunder.
Roth
Capital Partners, LLC (the “Placement Agent”) acted as
exclusive placement agent in connection with the Offering pursuant
to a Placement Agency Agreement between the Company and the
Placement Agent dated February 1, 2021 (the “Placement Agency
Agreement”). The Placement Agency Agreement provides that the
Placement Agent will receive a commission equal to 6% of the
aggregate gross proceeds of the Offering. The Placement Agent (or
its designees) shall also receive warrants to purchase such number
of shares of Common Stock as is equal to 7% of the aggregate number
of shares of Common Stock sold in the Offering (including shares of
Common Stock issuable upon exercise of the warrants issued to the
Investors), or 1,606,500 warrants, with substantially the same
terms as the Warrants being issued to the Investors, except that
the Placement Agent’s warrants shall have an expiration date
of five years from the commencement of sales.
The
Purchase Agreement prohibits the Company from issuing any Common
Stock (or Common Stock equivalents) for 90 days following the
closing of the Offering, and from entering into any agreement to
effect any “variable rate transaction” for one year
following the closing of the Offering.
In
connection with the closing of the Offering, the directors and
executive officers of the Company entered into agreements whereby
they agreed not to offer, sell, contract to sell, hypothecate,
pledge or otherwise dispose of (or enter into any transaction which
is designed to, or might reasonably be expected to, result in the
disposition), directly or indirectly, any shares of Common Stock or
any securities that are convertible, exchangeable or exercisable
into shares of Common Stock for a period of 90 days following
closing of the Offering (the “Lock-Up
Agreements”).
A
copy of each of the Purchase Agreement, the Placement Agency
Agreement, the form of Warrant and the form of Lock-Up Agreement is
attached hereto as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and
Exhibit 4.1, respectively, and is incorporated herein by
reference.
On
February 1, 2021, the Company issued a press release announcing the
Offering. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference. A copy of the legal
opinion issued by Stoel Rives LLP is attached hereto as Exhibit
5.1.
Item
3.02 Unregistered
Sales of Equity Securities
The
information contained in Item 1.01 with respect to the issuance of
the Warrants and the Placement Agent’s warrants is
incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
In
connection with the closing of the Offering, Daniel Parks, the
Chief Financial Officer of the Company, resigned as an officer of
the Company for purposes of retirement. Following the departure of
Mr. Parks, Alicia Hill, the Controller of the Company, shall serve
as the principal financial officer and principal accounting officer
of the Company. Ms. Hill has served in various financial and
accounting capacities with the company since 2006, including as
Controller since 2011. As Controller, Ms. Hill guided the Company
through its listing on the NYSE American, and has been the liaison
with the Company’s auditors through a progressively
complicated reporting process.
Item 9.01. Financial Statements and Exhibits
(d)
Exhibits
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Exhibit No.
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Description
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Form of
Common Stock Purchase Warrant
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Opinion
of Stoel Rives LLP
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Securities
Purchase Agreement dated as of February 1, 2021 between United
States Antimony Corporation and the purchasers signatory
thereto
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Placement
Agency Agreement dated February 1, 2021 between United States
Antimony Corporation and Roth Capital Partners, LLC
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Form of
Lock-Up Agreement
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Press
release of United States Antimony Corporation dated February 1,
2021
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SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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UNITED
STATES ANTIMONY CORPORATION
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Date: February 2,
2021
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By:
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/s/ John C.
Gustavsen
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John C.
Gustavsen
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Interim Chief
Executive Officer
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