Current Report Filing (8-k)
03 2월 2021 - 6:30AM
Edgar (US Regulatory)
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 2,
2021
SOLITARIO ZINC CORP.
(Exact
name of registrant as specified in its charter)
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Colorado
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001-32978
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84-1285791
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(State or other
jurisdiction ofincorporation or organization)
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(Commission File
Number)
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(I.R.S.
EmployerIdentification No.)
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4251
Kipling Street, Suite 390
Wheat
Ridge, CO 80033
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (303)
534-1030
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:
☐
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))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol
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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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XPL
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NYSE
American
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Indicate
by checkmark 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
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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.
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ITEM
1.01 Entry
Into A Material Definitive Agreement
On
February 2, 2021, Solitario Zinc Corp. (the “Company”)
entered into an At The Market Offering Agreement (the “ATM
Agreement”) with H.C. Wainwright & Co., LLC (the
“Agent”) pursuant to which the Agent will act as the
Company’s sales agent with respect to the offer and sale from
time-to-time of shares of the Company’s common stock, par
value $0.01 per share, having an aggregate gross sales price of up
to $9,000,000 (the “Shares”). Sales of the Shares, if
any, will be made by any method permitted by law deemed to be an
“at the market” offering as defined in Rule 415 under
the Securities Act of 1933, as amended (the “Act”),
which includes sales made directly on the NYSE American Stock
Exchange and such other sales as agreed upon by the Company and the
Agent. Any Shares sold will be issued pursuant to a prospectus
dated October 8, 2020 and a prospectus supplement dated February 2,
2021 filed with the Securities and Exchange Commission (the
“SEC”), in connection with one or more offerings of
shares under the Company’s shelf registration statement on
Form S-3 (File No. 333-249129) filed with the SEC on September 29,
2029 and declared effective by the SEC on October 8,
2020. The Company has agreed to pay the Agent a
commission of 3% of the gross sales price of any Shares sold in the
offering.
The
Company made certain customary representations, warranties, and
covenants in the ATM Agreement and also agreed to indemnify the
Agent against certain liabilities, including liabilities under the
Act. The ATM Agreement is not intended to provide any other factual
information about the Company. The representations, warranties, and
covenants contained in the ATM Agreement were made only for
purposes of the ATM Agreement, including the allocation of risk
between the parties thereto, and as of specific dates, were solely
for the benefit of the parties to the ATM Agreement, and may be
subject to limitations agreed upon by the parties thereto,
including being qualified by confidential disclosures exchanged
between the parties in connection with the execution of the ATM
Agreement.
The
foregoing description of the ATM Agreement does not purport to be a
complete description and is qualified in its entirety by reference
to the full text of the ATM Agreement, which is filed as Exhibit
1.1 to this report and is incorporated by reference
herein.
This
report shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of
securities in any state in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state.
Item 9.01 Financial Statements and
Exhibits
(d) Exhibits.
The following exhibits are filed or furnished with this
report:
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Exhibit Number
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Description of Exhibit
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At The Market Offering Agreement between Solitario
Zinc Corp. and H.C. Wainwright & Co., LLC, dated
February 2, 2021
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Opinion
of Polsinelli PC regarding legality of the Shares
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Consent
of Polsinelli PC (included in Exhibit 5.1)
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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Solitario Zinc
Corp.
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Date: February 2,
2021
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By:
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/s/ James R.
Maronick
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James R.
Maronick
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Chief Financial
Officer
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Solitario Resources (AMEX:XPL)
과거 데이터 주식 차트
부터 1월(1) 2025 으로 2월(2) 2025
Solitario Resources (AMEX:XPL)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025
