UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31,
2019
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
Commission file number: 001-32986
GENERAL MOLY, INC.
(Exact Name of Registrant as Specified in
Its Charter)
Delaware
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91-0232000
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(State or Other Jurisdiction of Incorporation or
Organization)
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(I.R.S. Employer Identification No.)
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1726 Cole Blvd.,
Suite 115
Lakewood, CO
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80401
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (303) 928-8599
Securities registered pursuant to Section 12(b) of
the Act:
Common Stock, par value $0.001 per share
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NYSE American and Toronto Stock Exchange
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(Title of Each Class)
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(Name of each Exchange on Which Registered)
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Securities registered pursuant to Section 12(g) of
the Act: None
Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o
No x
Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o
No x
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). Yes x No ¨
Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to
the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer x
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Smaller reporting company x
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Emerging growth company ¨
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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. ¨
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨
No x
As of June 30, 2019, the aggregate market
value of the registrant’s common stock held by non-affiliates of the registrant was $29,054,389 based on the closing price
as reported on the NYSE American.
As of April 30, 2020, 152,685,255 shares
of the registrant’s common stock, par value of $0.001 per share, were outstanding.
EXPLANATORY NOTE
General Moly, Inc. (the “Company”)
is filing this amendment (this “Amendment”) to its Annual Report on Form 10-K, filed on May 4, 2020 (the “Original
Form 10-K”), solely to disclose that the Company had filed the Original Form 10-K after the March 30, 2020 deadline applicable
to the Company for the filing of a Form 10-K in reliance on the 45-day extension provided by an order issued by the U.S. Securities
and Exchange Commission (the “SEC”) under Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) (Release Nos. 34-88318 (March 4, 2020) and 34-88465 (March 25, 2020)) (the “Order”).
On March 27, 2020, the Company filed a
Current Report on Form 8-K to indicate its intention to rely on the Order for such extension. Consistent with the Company’s
statements made in the Form 8-K, the Company was unable to file the Original Form 10-K until May 4, 2020 due to the significant
disruptions to the Company’s operations caused by the unprecedented conditions surrounding the coronavirus (“COVID-19”)
pandemic. During the month of March, 2020, various city and county governments throughout the Denver, Colorado metropolitan area,
where the Company’s corporate offices are located, followed by the State of Colorado enacted stay-at-home orders for all
residents and mandated the closure of non-essential businesses. Company employees affected by these developments included the key
personnel responsible for the preparation of the Company’s financial statements. The Company has a small accounting staff
and, in view of these circumstances, was unable to timely provide its auditors with financial records necessary to complete their
audit and provide consent. In addition, the Company engaged a third-party valuation firm to assist in the assessment of the mandatory
redemption features of its Senior Promissory Notes due 2022 issued in December 2019. Such third party faced similar issues regarding
accessibility of records and efficiency of staffing due to COVID-19 related work-from-home restrictions and the subsequent governmental
stay-at-home orders. As a result, the Company was unable to file a timely and accurate Form 10-K for its year ended December 31,
2019 by the prescribed date without undue hardship and expense to the Company.
In addition, as required by Rule 12b-15
under the Exchange Act, the Company is including in this Amendment certifications from its Chief Executive Officer and Chief Financial
Officer as required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act as Exhibit 31.2 to this Amendment. Because no financial
statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items
307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. We are not including the certifications
under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment.
Except as described above, this Amendment
does not modify or update disclosures in, or exhibits to, the Original Form 10-K. Furthermore, this Amendment does not change any
previously reported financial results, nor does it reflect events occurring after the filing of the Original Form 10-K. Accordingly,
this Amendment should be read in conjunction with the Original Form 10-K and the Company’s filings with the SEC subsequent
to the filing of the Original Form 10-K.
PART IV
ITEM 15. EXHIBITS, FINANCIAL
STATEMENT SCHEDULES
SIGNATURES
Pursuant to the requirements of the Section 13
or 15(d) of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized in Lakewood, Colorado on May 12, 2020.
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GENERAL MOLY, INC.
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By:
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/s/ Bruce D. Hansen
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Name:
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Bruce D. Hansen
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Title:
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Chief Executive Officer
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(Principal Executive Officer)
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