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AHNR Athena Gold

Filed: 5 Feb 21, 1:28pm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):    February 1, 2021

 

ATHENA GOLD CORPORATION

(formerly Athena Silver Corporation)

(Exact Name of Registrant as Specified in its Charter)

 

       Delaware              _000-51808             90-0158978    
(State or other jurisdiction
 of incorporation)
Commission File
Number
(I.R.S. Employer Identification number)

 

2010 A Harbison Drive # 312, Vacaville, CA 95687
(Address of principal executive offices)                    (Zip Code)

 

Registrant's telephone number, including area code:   (707)  291-6198

 

______________________________________________________

(Former name or former address, if changed since last report)

 

___Written communications pursuant to Rule 425 under the Securities Act
___Soliciting material pursuant to Rule 14a-12 under the Exchange Act
___Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
___Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each ClassTrading SymbolName of each exchange on which registered
N/AN/AN/A

 

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 [ X ]

 

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.  [_]

 

 

 

   

 


ITEM 3.02UNREGISTERED SALE OF EQUITY SECURITIES

 

ITEM 7.01REGULATION FD DISCLOSURE

 

The following sets forth the information required by Item 701 of Regulation S-K with respect to the unregistered sales of equity securities by the Company:

 

1a.     Effective February 1, 2021, the Company sold an aggregate of $97,500 of its common stock at a purchase price of $.03 per share for a total of 3,250,000 shares pursuant its 2020 Private Common Stock Offering.

 

b.       The shares issued under 1(a) above were issued to four (4) individuals and one (1) entity each of whom qualifies as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933 as amended (the "Securities Act"). The shares issued will be “restricted securities” under the Securities Act of 1933, as amended and the certificate evidencing same bears the Company’s customary restrictive legend.

 

c.       The Company paid no fees or commissions in connection with the issuance of the shares.

 

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 Section 4(2) thereunder.

 

e.       Not applicable

 

f.       Not applicable.

 

 

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: February 5, 2021By: /s/ John C. Power                       
 John C. Power, President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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