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 15, 2022
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Nevada (State or other jurisdiction of incorporation) |
001-36908 (Commission File No.) |
98-0138393 |
|
|
|
665 Anderson Street Winnemucca, Nevada 89445 (Address of principal executive offices) |
(775) 625-3600
(Registrant’s telephone number, including area code)
N/A
(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)) |
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 $0.01 per share |
PZG |
NYSE American |
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 8.01 Other Events.
As previously reported on our Current Report on Form 8-K filed on December 11, 2020 and in our definitive Proxy Statement on Schedule 14A filed on October 27, 2020, we amended our Amended and Restated Articles of Incorporation on January 28, 2021 to increase the number of authorized shares of common stock from 50,000,000 to 200,000,000. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
|
|
|
|
|
|
|
|
Exhibit Number |
|
Description |
|
|
|
|
|
|
|
|
|
3.1 |
|
Certificate of Amendment dated January 28, 2021 to Amended and Restated Articles of Incorporation |
|
|
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
PARAMOUNT GOLD NEVADA CORP.
|
|
|
|
By: |
/s/ Carlo Buffone |
|
Name: |
Carlo Buffone |
|
Title: |
Chief Financial Officer |
Dated: February 15, 2022
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF PARAMOUNT GOLD NEVADA CORP.
Pursuant to the provisions of the Nevada Revised Statutes, Chapter 78, the undersigned officer does hereby certify:
|
FIRST: |
|
That the name of the Corporation is Paramount Gold Nevada Corporation (the “Corporation”). |
|
|
|
|
|
SECOND: |
|
That the directors of the Corporation unanimously adopted a resolution on September 8, 2020, which resolution approved an amendment to the Corporation’s Amended and Restated Articles of Incorporation (the “Articles”), subject to stockholder approval in accordance with NRS 78.390. |
|
|
|
|
|
THIRD: |
|
That the stockholders of the Corporation have approved the following amendment to the Articles pursuant to NRS 78.385 and NRS 78.390, such amendment to become effective immediately upon filing with the Nevada Secretary of State: |
The first sentence of Section 1 of Article IV of the Articles is amended and restated to read in full as follows:
Article IV, Section 1. Authorized Capital Stock. The Corporation shall have the authority to issue an aggregate two hundred million (200,000,000) shares of capital stock, par value $0.01 per share, consisting of two hundred million (200,000,000) shares of common stock, par value $0.01 per share (“Common Stock”).
IN WITNESS WHEREOF, this Certificate of Amendment to the Amended and Restated Articles of Incorporation of Paramount Gold Nevada Corp., is executed as of January 28, 2021.
|
/s/ Rachel Goldman |
|
Rachel Goldman |
|
Chief Executive Officer |
|
|