Nevada Canyon Gold Corp 8-K/A, filed Mar 25, 2022
Nevada Canyon Gold Corp. (NGLD)
About this 8-K/A
Nevada Canyon Gold Corp filed this 8-K/A on March 25, 2022, reporting on events of December 30, 2021.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Copies to:
Janus Capital Law Group
Attn.: Deron Colby, Esq.
22 Executive Park, Suite 250
Irvine, California 92614
Phone: (949) 633-8965
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):
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Securities registered pursuant to Section 12(g) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| OTC Markets (Pinks) |
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
As previously reported on December 30, 2021 (an “Initial Form 8-K”), the Company issued a total of 6,005,000 shares of its common stock to its directors and an officer (collectively the “Subscribers”) for total cash proceeds of $600.50. In connection with the issuance of the above shares, the Company announced that the Subscribers entered into a 12-month Lock-up Agreement (the “Agreement”), whereby the Subscribers agreed, subject to the exceptions set forth in the Agreement, not to sell, directly or indirectly, or enter into any other transactions involving the Company’s common shares during a period of 12 months from December 30, 2021.
The foregoing description of the above changes does not purport to be complete and is qualified in its entirety by reference to the complete text of the vesting and lock-up agreement, a copy of which is included hereto as exhibit No. 10.15 to this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
| Exhibit No. | Description | |
| 10.13 | Form of a lock-up agreement between the Company and certain Subscribers dated December 30, 2021* | |
| 10.15 | Form of a vesting and lock-up agreement between the Company and certain Subscribers with an effective date of December 30, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Incorporated by reference herein from the Form 8-K filed by the Company on December 30, 2021.
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.
| NEVADA CANYON GOLD CORP. | ||
| By: | /s/ Jeffrey Cocks | |
| Jeffrey Cocks | ||
| President and Chief Executive Officer | ||
Date: March 25, 2022
Exhibit 10.15
