Athena Gold Corp Files 8-K/A Amendment

TL;DR

Athena Gold Corp filed an amendment to its 8-K, updating exhibits on equity sales and financials.

AI Summary

Athena Gold Corporation filed an amendment (8-K/A) on March 11, 2024, to its report originally dated January 17, 2024. This amendment primarily concerns the update of exhibits related to unregistered sales of equity securities, Regulation FD disclosure, and financial statements.

Why It Matters

This filing indicates an update to previously disclosed information, potentially affecting how investors interpret the company's equity transactions and financial disclosures.

Risk Assessment

Risk Level: low — The filing is an amendment to update exhibits, not a report of new material events, suggesting a procedural update rather than a significant business change.

Key Players & Entities

• ATHENA GOLD CORPORATION (company) — Registrant
• January 17, 2024 (date) — Earliest event reported date
• March 11, 2024 (date) — Filing date of the amendment
• Delaware (jurisdiction) — State of incorporation
• 2010 A Harbison Drive # 312 (address) — Business address
• Vacaville, CA 95687 (address) — Business address city and zip

FAQ

Key Financial Figures

• $200,000 — ompleted the sale of an aggregate of CDN$200,000 of its Units at a purchase price of CDN
• $0.05 — share of Common Stock at a price of CDN $0.05 per share. The transaction was part of
• $0.04 — to CDN $200,000 in Units at a price of $0.04 per Unit. Effective January 2, 2024, t
• $34,278.02 — harge and complete satisfaction of a CDN$34,278.02 debt (the "Debt Shares"). The shares we

Filing Documents

• athenagold_8ka1.htm (8-K/A) — 34KB
• athenagold_ex1001.htm (EX-10.1) — 42KB
• 0001683168-24-001409.txt ( ) — 250KB
• ahnr-20240117.xsd (EX-101.SCH) — 3KB
• ahnr-20240117_lab.xml (EX-101.LAB) — 33KB
• ahnr-20240117_pre.xml (EX-101.PRE) — 22KB
• athenagold_8ka1_htm.xml (XML) — 3KB

02 UNREGISTERED SALE OF EQUITY SECURITIES

ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES The following sets forth the information required by Item 701 of Regulation S-K with respect to the unregistered sales of equity securities by Athena Gold Corporation (the "Company" or "Athena"): 1a. Effective January 17, 2024, the Company completed the sale of an aggregate of CDN$200,000 of its Units at a purchase price of CDN$.04 per Unit for a total of 5,000,000 Units. Each Unit consisted of one (1) share of Common Stock and one (1) common stock purchase warrant (" Warrant ") exercisable for two years to purchase one additional share of Common Stock at a price of CDN $0.05 per share. The transaction was part of the Company's unregistered private offering of up to CDN $200,000 in Units at a price of $0.04 per Unit. Effective January 2, 2024, the Company issued 685,564 shares of its common stock to one of its creditors as full discharge and complete satisfaction of a CDN$34,278.02 debt (the "Debt Shares"). The shares were deemed to have a per share price of CDN$0.05. A copy of the Debt Settlement Agreement is filed herewith as Exhibit 10.1. b. The Units sold under 1(a) above were issued pursuant to concurrent offerings under Regulation D and Regulation S under the Securities Act of 1933, as amended. In connection with the Regulation D offering, the Company sold securities to two (2) US Persons, each of whom qualifies as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933. The Units, including the shares of Common Stock and Warrants issued are "restricted securities" under the Securities Act of 1933, as amended and the certificate evidencing same bears the Company's customary restrictive legend. The Debt shares issued under 1(a) above were issued to one creditor under Regulation S under the Securities Act of 1933, as amended. The Debt Shares issued are "restricted securities" under the Securities Act of 1933, as amended and the certificate/book entry statem

01 REGULATION FD DISCLOSURE

ITEM 7.01 REGULATION FD DISCLOSURE On January 10 and January 17, 2024 respectively, Athena Gold Corporation, a Delaware corporation (the "Company") issued a press release announcing the full subscription and completion of a non-brokered private offering of securities described in Item 3.02 above. The press releases were filed with the original 8-K dated January 26, 2024 and filed with the Securities and Exchange Commission on January 30, 2024. The information in this Current Report on Form 8-K furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liability under that section, and they shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. By filing this Current Report on Form 8-K and furnishing this information pursuant to Item 7.01, the Company makes no admission as to the materiality of any information in this Current Report on Form 8-K, including Exhibit 99.1, that is required to be disclosed solely by Regulation FD. 2

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibits Item Title 10.1 Debt Settlement Agreement 104 Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101) 3

SIGNATURES

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 thereunto duly authorized. Athena Gold Corporation Date: March 11, 2024 By: /s/ John C. Power John C. Power, President 4

View Full Filing

View this 8-K/A filing on SEC EDGAR