Attached files
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 10, 2021
UNITED STATES ANTIMONY CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Montana
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001-08675
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81-0305822
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(State
or Other Jurisdictionof Incorporation)
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(CommissionFile
Number)
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(IRS
EmployerIdentification No.)
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47 Cox Gulch, P.O. Box 643
Thompson Falls, Montana
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59873
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 406-827-3523
None
(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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e 4(c))
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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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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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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UAMY
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NYSE
American
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Item 1.01
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Entry into a Material Definitive Agreement
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On
February 10, 2021, United States Antimony Corporation (the
“Company”) entered into a Securities Purchase Agreement
(the “Purchase Agreement”) with the institutional
investors signatory thereto (the “Investors”) pursuant
to which the Company agreed to sell to the Investors, and the
Investors agreed to purchase from the Company, in a registered
direct offering, an aggregate of 10,990,000 shares (the
“Shares”) of the common stock, par value $0.01 per
share, of the Company (“Common Stock”), at a purchase
price of $1.30 per Share, for aggregate gross proceeds to the
Company of approximately $14.3 million.
Net proceeds to the Company from the sale of
the Shares (such transaction, the “Offering”), after
deducting estimated offering expenses and placement agent fees, are
expected to be approximately $13.3 million. The Offering is expected to close on
or about February 16, 2021, subject to satisfaction of customary
closing conditions.
The
Offering is being made pursuant to the Company’s effective
shelf registration statement on Form S-3 (File No. 333-252193),
which was originally filed with the Securities and Exchange
Commission on January 19, 2021 and was declared effective on
January 27, 2021.
Roth
Capital Partners, LLC (the “Placement Agent”) acted as
exclusive placement agent in connection with the Offering pursuant
to a Placement Agency Agreement between the Company and the
Placement Agent dated February 10, 2021 (the “Placement
Agency Agreement”). The Placement Agency Agreement provides
that the Placement Agent will receive a commission equal to 6% of
the aggregate gross proceeds of the Offering.
The
Purchase Agreement prohibits the Company from issuing any Common
Stock (or Common Stock equivalents) for 90 days following the
closing of the Offering, and from entering into any agreement to
effect any “variable rate transaction” for one year
following the closing of the Offering.
A
copy of each of the Purchase Agreement and the Placement Agency
Agreement is attached hereto as Exhibit 10.1 and Exhibit 10.2,
respectively, and is incorporated herein by reference.
On
February 11, 2021, the Company issued a press release announcing
the Offering. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference. A copy of the
legal opinion issued by Stoel Rives LLP is attached hereto as
Exhibit 5.1.
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Item 9.01
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Financial Statements and Exhibits |
(d)
Exhibits
Exhibit No.
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Description
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Opinion
of Stoel Rives LLP
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Securities
Purchase Agreement dated as of February 10, 2021 between United
States Antimony Corporation and the purchasers signatory
thereto
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Placement
Agency Agreement dated February 10, 2021 between United States
Antimony Corporation and Roth Capital Partners, LLC
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Press
release of United States Antimony Corporation dated February 11,
2021
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SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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UNITED STATES ANTIMONY CORPORATION |
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Date: February 11,
2021
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By:
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/s/ John C.
Gustavsen
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John C.
Gustavsen |
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Interim Chief
Executive Officer |
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