UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 10, 2021
GOLD RESOURCE CORPORATION
(Exact name of registrant as specified in its charter)
Colorado | 001-34857 | 84-1473173 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
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7900 E. Union Ave, Suite 320 |
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Denver, Colorado | | 80237 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number including area code: (303) 320-7708
(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:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Title of each class | Trading Symbol(s) | Name of each exchange on which |
Common Stock | GORO | NYSE American |
Securities registered pursuant to Section 12(b) of the Act:
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. ◻
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EXPLANATORY NOTE
This Amendment No. 2 to Form 8-K (“Amendment No. 2”) amends Amendment No. 1 to Form 8-K filed by Gold Resource Corporation (“GORO” or the “Company”) on February 25, 2022 (“Amendment No. 1”), which amended and supplemented the Form 8-K filed on December 15, 2021 (the “Initial Form 8-K”). As previously reported on the Initial Form 8-K, on December 10, 2021, the Company, through a wholly-owned subsidiary, completed the acquisition of all of the issued and outstanding common shares of Aquila Resources Inc. (“Aquila”), a corporation incorporated under the laws of the Province of Ontario (the “Transaction”). This Amendment No. 2 provides the audited historical financial statements of Aquila and the pro forma financial information of the Company as required by Item 9.01 of Form 8-K. Other than as set forth in this Amendment No. 2, no changes have been made to the Initial Form 8-K, as amended by Amendment No. 1. The information previously reported in or filed with the Initial Form 8-K, as subsequently amended and restated, is hereby incorporated by reference into this Amendment No. 2.
Item 9.01 | Financial Statements and Exhibits. |
(a)Financial Statements of Business Acquired
The audited financial statements of Aquila Resources Inc. as of and for the years ended December 31, 2020 and 2019, including the notes thereto, are filed herewith as Exhibit 99.1. The unaudited financial statements of Aquila Resources Inc. as of and for the nine months ended September 30, 2021 are filed herewith as Exhibit 99.2.
(b)Pro Forma Financial Information
The unaudited pro forma financial statements of the Company as of and for the nine months ended September 30, 2021 and for the year ended December 31, 2020, including the notes thereto, giving effect to the Transaction are filed herewith as Exhibit 99.3.
(d)Exhibits.
The following exhibits are furnished with this report:
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Exhibit No. |
| Description |
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104 | | Cover Page Interactive Data File (formatted in Inline XBRL document and contained in Exhibit 101). |
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SIGNATURE
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 hereunto duly authorized.
| GOLD RESOURCE CORPORATION | |
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Date: June 13, 2022 | By: | /s/ Allen Palmiere |
| Name: | Allen Palmiere |
| Title: | Chief Executive Officer and President |
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