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 Earliest Event Reported: March 27, 2020
General
Moly, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32986 | 91-0232000 |
|
(State or other jurisdiction
of incorporation) |
(Commission
file number) |
(IRS employer
identification no.) |
1726 Cole Blvd., Suite 115
Lakewood, CO 80401
(Address of principal executive offices, including zip code)
(303) 928-8599
(Registrant’s telephone number, including area code)
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 210.14d-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(s) | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | GMO | NYSE American and Toronto Stock Exchange |
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 27, 2020, General Moly, Inc. (the “Company”) filed Certificates of Amendment (the “Certificates of Amendment”) to the Certificates of Designation for its Series A Convertible Preferred Stock (“Series A Preferred”) and Series B Preferred Stock (“Series B Preferred”) with the Secretary of State of the State of Delaware. The Certificates of Amendment clarify that the private exchange offer completed by the Company in December 2019, in which the Company exchanged its newly issued 12% Senior Promissory Notes due 2022 (the “Exchange Notes”) for 95% of the aggregate outstanding principal amount of its senior convertible promissory notes due 2019 and senior promissory notes due 2019 (collectively, the “Old Notes”), constitutes a modification of the Old Notes for purposes of the mandatory redemption provisions of the Series A Preferred and Series B Preferred. Accordingly, the Series A Preferred and Series B Preferred are mandatorily redeemable on such date as a majority of the then-outstanding principal amount of the Exchange Notes become due and payable in accordance with their terms (as maybe altered by modification, amendment, exchange or otherwise, from time to time).
Copies of the Certificates of Amendment are attached to this Current Report on Form 8-K as Exhibit 3.1 and 3.2, and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GENERAL MOLY, INC. | ||
| Dated: April 2, 2020 | By: | /s/ Amanda Corrion |
| Amanda Corrion | ||
| Principal Accounting Officer | ||
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF DESIGNATION OF
SERIES A PREFERRED STOCK OF
GENERAL MOLY, INC.
Filed in the Office of the Secretary of State of Delaware
on March 22, 2019
General Moly, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
FIRST: The Board of Directors of the Corporation, by unanimous written consent, duly adopted resolutions setting forth a proposed amendment to the Certificate of Designation of Series A Preferred Stock of the Corporation, filed with the Secretary of State of Delaware on March 21, 2019, declaring said amendment to be advisable and directing the same to be submitted to the holders of the Series A Preferred Stock of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Designation of Series A Preferred Stock of the Corporation, as amended, is hereby further amended by deleting Sections 6(a) in its entirety and substituting in lieu thereof the following:
“(a) Mandatory Redemption. The Series A is perpetual and has no maturity date. The Corporation shall redeem all of the shares of Series A at the time outstanding, on such date as a majority of the then outstanding principal amount of the Corporation’s Senior Convertible Promissory Notes that were issued in December 2014 (the “2014 Notes”) become due and payable in accordance with their terms (as may be altered by modification, amendment, exchange or otherwise, from time to time), it being agreed and understood that the Corporation’s Senior Promissory Notes issued in December 2019 (the “2019 Notes”) in exchange for the 2014 Notes modified the terms of the 2014 Notes, such that the Corporation’s obligation to redeem the Series A pursuant to this Section 6(a) shall occur on such date as a majority of the then outstanding principal amount of the 2019 Notes become due and payable in accordance with their terms (as maybe altered by modification, amendment, exchange or otherwise, from time to time). The redemption price payable in the event of a redemption pursuant to this Section 6(a) shall be an amount per share equal to the Original Issue Price, plus an amount equal to any dividends per share that have accrued but not been paid for the then-current Dividend Period to but excluding the redemption date, whether or not such dividends have been declared. The redemption price for any shares of Series A shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Corporation or its agent. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in Section 4(a) above.”
Amendment to Series A Certificate of Designation
SECOND: Thereafter, pursuant to a resolution of the Board of Directors of the Corporation, and in lieu of a meeting and vote of holders of the Series A Preferred Stock, the holders of the Series A Preferred Stock have given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.
THIRD: The aforesaid amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
[Signature Page Follows]
Amendment to Series A Certificate of Designation
- 2 -
IN WITNESS WHEREOF, General Moly, Inc. has caused this Amendment to be signed and attested by its duly authorized officers on this 11th day of March, 2020.
| By: | /s/ Scott Roswell | |
| Name: | Scott Roswell | |
| Title: | Chief Legal Officer |
| Attest: | ||
| By: | /s/ Michael K. Branstetter | |
| Name: | Michael K. Branstetter | |
| Title: | Secretary | |
Amendment to Series A Certificate of Designation
Exhibit 3.2
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF DESIGNATION OF
SERIES B PREFERRED STOCK OF
GENERAL MOLY, INC.
Filed in the Office of the Secretary of State of Delaware
on August 2, 2019
General Moly, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
FIRST: The Board of Directors of the Corporation, by unanimous written consent, duly adopted resolutions setting forth a proposed amendment to the Certificate of Designation of Series B Preferred Stock of the Corporation, filed with the Secretary of State of Delaware on August 2, 2019, declaring said amendment to be advisable and directing the same to be submitted to the holders of the Series B Preferred Stock of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Designation of Series B Preferred Stock of the Corporation, as amended, is hereby further amended by deleting Sections 6(a) in its entirety and substituting in lieu thereof the following:
“(a) Mandatory Redemption. The Series B is perpetual and has no maturity date. The Corporation shall redeem all of the shares of Series B at the time outstanding, on such date as a majority of the then outstanding principal amount of the Corporation’s Senior Convertible Promissory Notes that were issued in December 2014 (the “2014 Notes”) become due and payable in accordance with their terms (as may be altered by modification, amendment, exchange or otherwise, from time to time), it being agreed and understood that the Corporation’s Senior Promissory Notes issued in December 2019 (the “2019 Notes”) in exchange for the 2014 Notes modified the terms of the 2014 Notes, such that the Corporation’s obligation to redeem the Series B pursuant to this Section 6(a) shall occur on such date as a majority of the then outstanding principal amount of the 2019 Notes become due and payable in accordance with their terms (as maybe altered by modification, amendment, exchange or otherwise, from time to time). The redemption price payable in the event of a redemption pursuant to this Section 6(a) shall be an amount per share equal to the Original Issue Price, plus an amount equal to any dividends per share that have accrued but not been paid for the then-current Dividend Period to but excluding the redemption date, whether or not such dividends have been declared. The redemption price for any shares of Series B shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Corporation or its agent. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in Section 4(a) above.”
Amendment to Series B Certificate of Designation
SECOND: Thereafter, pursuant to a resolution of the Board of Directors of the Corporation, and in lieu of a meeting and vote of holders of the Series B Preferred Stock, the holders of the Series B Preferred Stock have given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.
THIRD: The aforesaid amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
[Signature Page Follows]
Amendment to Series B Certificate of Designation
- 2 -
IN WITNESS WHEREOF, General Moly, Inc. has caused this Amendment to be signed and attested by its duly authorized officers on this 11th day of March, 2020.
| By: | /s/ Scott Roswell | |
| Name: | Scott Roswell | |
| Title: | Chief Legal Officer |
| Attest: | ||
| By: | /s/ Michael K. Branstetter | |
| Name: | Michael K. Branstetter | |
| Title: | Secretary | |
Amendment to Series B Certificate of Designation