ATHENA GOLD CORP Reports Unregistered Equity Sale on Jan 17

TL;DR

**ATHG sold new shares privately, potentially diluting existing stock.**

AI Summary

ATHENA GOLD CORP (ATHG) filed an 8-K on January 30, 2024, reporting an unregistered sale of equity securities that occurred on January 17, 2024. This filing indicates that the company issued new shares without a public offering, which can dilute the value of existing shares. For current or potential investors, this matters because an increase in the total number of shares outstanding, without a corresponding increase in company value, typically reduces the earnings per share and the value of each individual share.

Why It Matters

This filing signals potential dilution for existing shareholders as new shares were issued without a public offering, which could impact per-share value.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can dilute existing shareholder value and often occur without full public disclosure of terms, posing a moderate risk.

Analyst Insight

A smart investor would investigate the details of the unregistered equity sale, such as the number of shares issued and the price, to assess the extent of potential dilution and its impact on their investment before making any decisions.

Key Players & Entities

• ATHENA GOLD CORP (company) — the registrant filing the 8-K
• January 17, 2024 (date) — date of the earliest event reported (unregistered sale of equity securities)
• January 30, 2024 (date) — date the 8-K was filed

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. b. The Units sold under 1(a)

Filing Documents

• athenagold_8k.htm (8-K) — 31KB
• athenagold_ex9901.htm (EX-99.1) — 21KB
• athenagold_ex9902.htm (EX-99.2) — 20KB
• image_001.jpg (GRAPHIC) — 7KB
• image_002.jpg (GRAPHIC) — 7KB
• 0001683168-24-000552.txt ( ) — 271KB
• ahnr-20240117.xsd (EX-101.SCH) — 3KB
• ahnr-20240117_lab.xml (EX-101.LAB) — 33KB
• ahnr-20240117_pre.xml (EX-101.PRE) — 22KB
• athenagold_8k_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. 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. c. Not applicable. d. The securities issued under 1(a) above were issued without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Regulation D or Regulation S. e. Each Warrant sold as part of the Units is exercisable for two (2) years to purchase one additional share of Common Stock at an exercise price of CDN $0.05 per share. f. Proceeds of the Offering will be used for working capital and other general corporate purposes.

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. A copy of the press releases are filed herewith as Exhibits 99.1 and 99.2 respectively. 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.

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibits Item Title 99.1 Press Release dated January 10, 2024 99.2 Press Release dated January 17, 2024 104 Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101) 2

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: January 30, 2024 By: /s/ John C. Power John C. Power, President 3

View Full Filing

View this 8-K filing on SEC EDGAR