Athena Gold Corp Files 8-K on Equity Sales

TL;DR

Athena Gold Corp filed an 8-K detailing unregistered equity sales and financial docs.

AI Summary

Athena Gold Corporation filed an 8-K on December 24, 2024, reporting unregistered sales of equity securities and Regulation FD disclosures. The filing also includes financial statements and exhibits. The company, incorporated in Delaware, is involved in gold and silver ores and is headquartered in Vacaville, California.

Why It Matters

This filing provides insight into recent equity transactions and regulatory disclosures by Athena Gold Corp, which could impact investors' understanding of the company's financial activities.

Risk Assessment

Risk Level: low — The filing is a standard 8-K reporting routine corporate events and disclosures, not indicating immediate significant financial distress or major strategic shifts.

Key Players & Entities

• ATHENA GOLD CORPORATION (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• 2010 A Harbison Drive # 312, Vacaville, CA 95687 (address) — Principal executive address
• December 24, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $131,000 — 620,000 Units for gross proceeds of CAD $131,000. The price of each unit is CAD$0.05 per
• $0.05 — $131,000. The price of each unit is CAD$0.05 per unit. Each Unit consists of one com
• $0.12 — l stock of the Company at a price of CAD$0.12 at any time on or before the first busi
• $1,054,000 — ing of the Offering. An aggregate of CDN$1,054,000 has been raised under the Offering. b.

Filing Documents

• athenagold_8k.htm (8-K) — 33KB
• athenagold_ex9901.htm (EX-99.1) — 18KB
• image_001.jpg (GRAPHIC) — 5KB
• 0001683168-24-009049.txt ( ) — 229KB
• ahnr-20241224.xsd (EX-101.SCH) — 3KB
• ahnr-20241224_lab.xml (EX-101.LAB) — 33KB
• ahnr-20241224_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 December 24, 2024, the Company closed its third and final tranche of a private placement offering of the Company's Units (the "Offering") first reported on the Company's Form 8-K dated October 29, 2024 and filed with the Securities and Exchange Commission ("SEC") on October 31, 2024. In connection with the closing of the third tranche, the Company has issued 2,620,000 Units for gross proceeds of CAD $131,000. The price of each unit is CAD$0.05 per unit. Each Unit consists of one common share in the capital stock of the Company and one half common share purchase warrant, with each whole warrant entitling the holder thereof to purchase one common share in the capital stock of the Company at a price of CAD$0.12 at any time on or before the first business day that is 36 months after the closing of the Offering. An aggregate of CDN$1,054,000 has been raised under the Offering. b. (i) The Units sold in the third tranche under 1(a) above were issued in an offering under Regulations S and D of the Securities Act of 1933, as amended. The Units sold in the Regulation D offering, were issued to five (5) non-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 certificates evidencing same bear the Company's customary restrictive legend along with a restrictive legend specific to the Provinces of Canada in which the Units were sold c. Not applicable. d. The securities issued under 1(a) above were issued without registration under the Securities Act in reliance upon an exemption

01 REGULATION FD DISCLOSURE

ITEM 7.01 REGULATION FD DISCLOSURE On December 24, 2024, the Company issued a press release in Canada announcing t hat it has closed a third and final tranche of a non-brokered private placement previously announced on October 3, 2024, as amended December 4, 2024 (the "Offering"), through the issuance of 2,620,000 Units at a price of CDN$0.05 per Unit for gross proceeds of CDN$131,000. An aggregate of CDN$1,054,000 has been raised under the Offering . 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 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: December 30, 2024 By: /s/ John C. Power John C. Power, President 4

View Full Filing

View this 8-K filing on SEC EDGAR