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): August 4, 2016
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EL CAPITAN PRECIOUS METALS, INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 333-56262 | 88-0482413 | ||
| (State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
| of Incorporation) | Identification No.) |
|
5871 Honeysuckle Road Prescott, AZ |
86305-3764 | |||
| (Address of Principal Executive Offices) | (Zip Code) |
(928) 515-1942
(Registrant’s telephone number, including area code)
Not Applicable
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 |
Amendment No.3 to El Capitan Precious Metals, Inc. 2015 Equity Incentive Plan
|
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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.
| EL CAPITAN PRECIOUS METALS, INC. | ||
| By: | /s/ Stephen J. Antol | |
| Date: August 5, 2016 | Name: Stephen J. Antol | |
| Title: Chief Financial Officer | ||
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 |
Amendment No.3 to El Capitan Precious Metals, Inc. 2015 Equity Incentive Plan
|
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EXHIBIT 10.1
EL CAPITAN PRECIOUS METALS, INC.
AMENDMENT NO. 3 TO
2015 EQUITY INCENTIVE PLAN
This Amendment No. 3 dated August 4, 2016 (this “ Amendment ”) amends the 2015 Equity Incentive Plan of El Capitan Precious Metals, Inc. (the “ Company ”) (the “ Plan ”). Except as otherwise explicitly set forth herein, all provisions of the Plan shall remain in full force and effect. Capitalized terms used in this Amendment without definition shall have the meanings set forth in the Plan.
WHEREAS, the Plan was adopted by the Company pursuant to resolutions of the Board of Directors on October 8, 2015 and has been subsequently amended by Amendment No. 1 dated December 15, 2015 and Amendment No. 2 dated April 22, 2016;
WHEREAS, the Company desires to further amend the Plan as hereinafter provided in order to increase the number of shares of Common Stock issuable under the Plan from 28,000,000 to 50,000,000; and
WHEREAS, the Board of Directors approved the substance of this Amendment as of August 4, 2016 and, accordingly, the Company desires to amend the Plan as hereinafter provided.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Increase in Number of Shares Subject to the Plan . Section 3.1 of the Plan is amended to read in its entirety as follows:
“3.1. Number of Shares . Subject to adjustment in connection with a Capitalization Adjustment, the number of shares of Common Stock which may be issued under the Plan shall not exceed 50,000,000 shares of Common Stock. Shares of Common Stock that are issued under the Plan or are subject to outstanding Incentives will be applied to reduce the maximum number of shares of Common Stock remaining available for issuance under the Plan. For purposes of clarification, the award of any Incentives payable only in cash will not reduce the number of shares of Common Stock remaining and available to be issued under the Plan. Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ Listing Rule 5635(c) or, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan”
2. Effective Date . This Amendment shall be effective as of the date hereof.