Athena Gold Corp Reports Unregistered Equity Sales

TL;DR

Athena Gold sold unregistered shares, could mean dilution.

AI Summary

Athena Gold Corporation filed an 8-K on October 25, 2024, reporting unregistered sales of equity securities. The filing also includes Regulation FD disclosures and financial statements. The company, incorporated in Delaware, is involved in gold and silver ores.

Why It Matters

This filing indicates potential dilution for existing shareholders due to the sale of unregistered equity. Investors should monitor future disclosures for details on the terms and impact of these sales.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can lead to dilution and may involve securities sold at a discount, impacting existing shareholder value.

Key Players & Entities

• ATHENA GOLD CORP (company) — Registrant
• October 25, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 2010 A Harbison Drive # 312 (address) — Principal executive office address
• Vacaville, CA 95687 (address) — Principal executive office address

FAQ

Key Financial Figures

• $600,000 — mpany completed the first tranche of CAD$600,000 of its Units at a purchase price of CAD
• $0.05 — of its Units at a purchase price of CAD$0.05 per Unit for a total of 12,000,000 Unit
• $0.12 — (1/2) of Common Stock at a price of CAD$0.12 per share. The transaction is part of t
• $1,000,000 — registered private offering of up to CAD$1,000,000 in Units at a price of CAD$0.05 per Uni

Filing Documents

• athenagold_8k.htm (8-K) — 30KB
• athenagold_ex9901.htm (EX-99.1) — 19KB
• image_001.jpg (GRAPHIC) — 7KB
• 0001683168-24-007487.txt ( ) — 232KB
• ahnr-20241025.xsd (EX-101.SCH) — 3KB
• ahnr-20241025_lab.xml (EX-101.LAB) — 33KB
• ahnr-20241025_pre.xml (EX-101.PRE) — 22KB
• athenagold_8k_htm.xml (XML) — 3KB

02

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 October 25, 2024, the Company completed the first tranche of CAD$600,000 of its Units at a purchase price of CAD$0.05 per Unit for a total of 12,000,000 Units. Each Unit consisted of one (1) share of Common Stock and one-half (1/2) common stock purchase warrant ("Warrant"). Each whole Warrant (two half warrants) are exercisable for three years to purchase one additional half share (1/2) of Common Stock at a price of CAD$0.12 per share. The transaction is part of the Company's unregistered private offering of up to CAD$1,000,000 in Units at a price of CAD$0.05 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 three (3) years to purchase one additional half share of Common Stock at an exercise price of CAD$0.12 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 October 28, 2024, Athena Gold Corporation, a Delaware corporation (the "Company") issued a press release announcing the closing of the first tranche of a non-brokered private offering of securities described in Item 3.02 above. A copy of the press release is filed herewith as Exhibit 99.1. 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 October 25, 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: October 29, 2024 By: /s/ John C. Power John C. Power, President 3

View Full Filing

View this 8-K filing on SEC EDGAR