Current Report Filing (8-k)
2022年6月17日 - 7:00PM
Edgar (US Regulatory)
0001416090
false
0001416090
2022-06-10
2022-06-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 19345
Date
of Report (Date of earliest event reported): June 10, 2022
Inception
Mining, Inc.
(Exact name of registrant as specified in its charter)
Nevada |
|
000-55219 |
|
35-2302128 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
Number) |
5330
South 900 East, Suite 280
Murray,
Utah |
|
84107 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (801) 312-8113
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 (see General Instructions 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: None.
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-2of 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
1.01 Entry into a Material Definitive Agreement
As
of June 10, 2022, Inception Mining, Inc. (the “Company”) entered into a Settlement Agreement (the “Settlement
Agreement”) with Antilles Family Office, LLC (the “Investor”), pursuant to which the Company agreed to settle
claims asserted by the Investor in the Verified Complaint filed by the Investor against the Company in the United States District Court
(the “Court”) for the District of Delaware (Case No. 1:21-CV-01822-CFC) on or about December 27, 2021. The complaint
alleged that the Company breached its Note Purchase Agreement with the Investor, pursuant to which the Investor’s assignors, Discover
Growth Fund, LLC (“Assignor”), made a loan of $3,000,000.00 to the Company, and the Company issued a Senior Secured Redeemable
Convertible Note (“Note”) with a face value of $4,250,000 on May 20, 2019 in favor of Assignor that was subsequently assumed
by the Investor, and breached a subsequent Forbearance Agreement by failing to remit all of the required quarterly and monthly payments
in 2021 and make loan payments since March 31, 2021.
Conditioned
upon the Court approving the Settlement Agreement, the Company and its transfer agent are required to reserve an aggregate of 10,000,000,000
shares of Company common stock (the “Conversion Shares”) for the Investor. The Investor and the Company are required to jointly
request a stipulated order (a) finding that (i) under Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities
Act”) that the exchange of Note and the claims for shares of Company common stock provided for in the Settlement Agreement
is fair, (ii) the shares of Company common stock issued upon conversion of the Note previously issued by the Investor are not required
to be registered under the Securities Act, and (iii) the Investor is not required to register as a dealer pursuant to Section
15(b) of the Exchange Act; (b) requiring 541,449,789 shares of Defendant’s common stock to be immediately reserved for issuance
to Plaintiff, and all Conversion Shares to be authorized and reserved within 30 days of the order; and (c) requiring the immediate issuance
and delivery in electronic form of free trading shares of common stock by Defendant and its Transfer Agent, and any subsequent transfer
agent, at any time and from time to time on request by Plaintiff in accordance with the procedures and beneficial ownership limitations
of the Note, until all Conversion Shares are issued and delivered.
Pursuant
to the Settlement Agreement, the Company has the right to terminate any then-remaining share reserve and any then-remaining obligation
to issue Conversion Shares by paying to Investor the sum of $1,000,000 at any time within one year after the date of the Court approval
of the Settlement Agreement, or $1,500,000 at any time thereafter.
On
June 16, 2022,
the parties submitted that stipulated order to the Court for approval.
The
foregoing description of the terms of the Settlement Agreement is subject to, and qualified in its entirety by, the terms of the Settlement
Agreement, which is attached hereto as Exhibit 10.1 hereto and 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 registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
Inception
Mining, Inc. |
|
|
|
Date:
June 16, 2022 |
By: |
/s/
Trent D’Ambrosio |
|
Name: |
Trent
D’Ambrosio |
|
Title: |
Chief
Executive Officer |
Inception Mining (PK) (USOTC:IMII)
過去 株価チャート
から 5 2024 まで 6 2024
Inception Mining (PK) (USOTC:IMII)
過去 株価チャート
から 6 2023 まで 6 2024
Real-Time news about Inception Mining Inc (PK) (その他OTC): 0 recent articles
その他のInception Mining Inc.ニュース記事