AHNR Athena Gold
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
|(State or other jurisdiction|
|(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 Class||Trading Symbol||Name of each exchange on which registered|
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 3.02||UNREGISTERED SALE OF EQUITY SECURITIES|
|ITEM 7.01||REGULATION 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.
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, 2021||By: /s/ John C. Power|
|John C. Power, President|