Attached files
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| EX-99.1 - LETTER DATED FEBRUARY 18, 2021 - UNITED STATES ANTIMONY CORP | uamy_ex991.htm |
| EX-99.2 - PRESS RELEASE - UNITED STATES ANTIMONY CORP | uamy_ex992.htm |
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 18, 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 Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
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 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On
February 18, 2021, United States Antimony Corporation (the
“Company”) received a letter from NYSE Regulation
(“NYSE Regulation”, and such letter, the
“Letter”), which Letter serves as a Warning Letter as
provided under Section 1009(a)(i) of the NYSE American Company
Guide (the “Company Guide”). The basis for the Letter
is that the Company sold shares of its common stock in a manner
that violated Sections 301 and 713 of the Company Guide. Trading in
the Company’s common stock has been halted since before the
opening of trading on Wednesday, February 17, 2021, as NYSE
Regulation has assessed these rule violations.
The
violations relate to two non-underwritten transactions involving
the sale of an aggregate of 26,290,000 shares of common stock at a
discount to the market price at the time of each transaction, with
the first transaction, which closed on February 3, 2021, involving
the sale of 15,300,000 shares of common stock at a purchase price
of $0.70 per share, and with the second transaction, which closed
on February 16, 2021, involving the sale of 10,990,000 shares of
common stock at a purchase price of $1.30 per share. In light of
the very close proximity in time of the two transactions and the
fact that both transactions involved substantially the same group
of purchasers, NYSE Regulation determined that these issuances
should be aggregated for purposes of Section 713 of the Company
Guide. Together, the two transactions covered approximately 34.4%
of the common stock outstanding.
Section
301 of the Company Guide states that a listed company is not
permitted to issue, or to authorize its transfer agent or registrar
to issue or register, additional securities of a listed class until
it has filed an application for the listing of such additional
securities and received notification from the NYSE American that
the securities have been approved for listing. Section 713 of the
Company Guide requires shareholder approval when additional shares
to be issued in connection with a transaction involve the sale,
issuance, or potential issuance of common stock (or securities
convertible into common stock) equal to 20% or more of presently
outstanding stock for less than the greater of book or market value
of the stock.
As
stated in the Letter, the Company failed to submit a completed
listing application in advance of the February 16, 2021 transaction
to obtain advance approval as required by Section 301 of the
Company Guide and also did not obtain shareholder approval for the
aggregate issuance of 26,290,000 shares that exceeded 20% of the
common stock of the Company outstanding as required by Section 713
of the Company Guide. NYSE Regulation noted in the Letter that,
after it became aware that the Company had entered into a purchase
agreement in relation to the second transaction, NYSE Regulation
informed representatives of the Company that it would be a
violation of the applicable NYSE American rules for the Company to
close the second transaction without first obtaining shareholder
approval. Notwithstanding this clear guidance from NYSE Regulation,
the Company went ahead with closing the transaction without
notifying the Exchange.
The
Company has been advised by NYSE Regulation that the
Company’s common stock will resume trading on the NYSE
American following the filing of this Current Report on Form 8-K
and the issuance of the press release referenced in Item 8.01
below.
The
Company has been advised by NYSE Regulation that following the
filing of this Current Report on Form 8-K and the issuance of the
press release referenced in Item 8.01 below, this matter is
resolved.
A copy
of the Letter is attached as Exhibit 99.1 hereto and incorporated
herein by reference.
Item
8.01 Other
Events
On
February 18, 2021, the Company issued a press release disclosing
the receipt of the Letter, as required by Sections 401(j) and
1009(j) of the Company Guide. A copy of the press release is
attached as Exhibit 99.2 hereto and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits
(d)
Exhibits
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Exhibit No.
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Description
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Letter
dated February 18, 2021 from NYSE Regulation to United States
Antimony Corp.
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Press
release of United States Antimony Corporation dated February 18,
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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By:
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/s/ John C.
Gustavsen
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Name:
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John C.
Gustavsen
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Title:
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Interim Chief Executive
Officer
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Date:
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February 18,
2021
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