Current Report Filing (8-k)
December 09 2016 - 3:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 9, 2016
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EL CAPITAN
PRECIOUS METALS, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada
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333-56262
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88-0482413
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(State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer
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of Incorporation)
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Identification No.)
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5871 Honeysuckle Road
Prescott, AZ
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86305-3764
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(Address of Principal Executive Offices)
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(Zip Code)
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(928) 515-1942
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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Item 1.01
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Entry into a Material Definitive Agreement
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Amendment
No. 1 to Equity Purchase Agreement with River North Equity, LLC
On March 16, 2016, El Capitan Precious Metals,
Inc. (the “Company”) entered into an Equity Purchase Agreement (the “Purchase Agreement”) with River North
Equity, LLC (“River North”), pursuant to which the Company may from time to time, in its discretion, sell shares of
its common stock to River North for aggregate gross proceeds of up to $5,000,000. On December 9, 2016, the Company entered into
Amendment No. 1 to the Purchase Agreement (the “Amendment”) in order to amend the formula pursuant to which the purchase
price for the Company’s shares is calculated and to make certain other amendments to the terms of the Purchase Agreement.
Pursuant to the Purchase Agreement, and prior
to the Amendment, the purchase price for each share of the Company’s common stock purchased under the Purchase Agreement
was equal to 85.0% of the Market Price, which is defined as the average of the two lowest closing bid prices on the Over-the-Counter
Bulletin Board, as reported by Bloomberg Finance L.P., during the five consecutive trading days including and immediately prior
to the date on which the applicable put notice is delivered to River North (the “Pricing Period”). If the Company was
not deposit/withdrawal at custodian (“DWAC”) eligible or if the Company was under Depository Trust Company (“DTC”)
“chill” status at the time of a sale, an additional 5.0% and 10% discount to the Market Price, respectively, applied.
As amended, the Pricing Period includes the
five consecutive trading days including and immediately prior to the settlement date of the sale, which in most circumstances will
be the trading day immediately following the date that a put notice is delivered to River North (a “Put Date”). In
addition, if either (i) the closing bid price the common stock is less than $0.10 per share on the Put Date, or (ii) the average
daily trading volume in dollar amount for the common stock during the ten trading days including and immediately preceding a Put
Date is less than $50,000, then an additional 10% discount to the Market Price will be taken when calculating the purchase price
for the shares. The prior discounts for DWAC ineligibility and DTC chill status remain.
The foregoing description of the terms of the
Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the agreement itself,
a copy of which is filed as Exhibit 10.1 to this report, and the terms of which are incorporated herein by reference. The benefits
and representations and warranties set forth in such agreement (if any) are not intended to and do not constitute continuing representations
and warranties of the Company or any other party to persons not a party thereto.
Item 9.01
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Financial Statements and Exhibits
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Exhibit No.
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Description
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10.1
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Amendment No. 1 dated December 9, 2016 to Equity Purchase Agreement dated March 16, 2016 by and between El
Capitan Precious Metals, Inc. and River North Equity, LLC
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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 hereunto duly authorized.
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EL CAPITAN PRECIOUS METALS, INC.
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By:
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/s/ Stephen J. Antol
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Date: December 9, 2016
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Name: Stephen J. Antol
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Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit No.
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Description
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10.1
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Amendment No. 1 dated December 9, 2016 to Equity Purchase Agreement dated March 16, 2016 by and between El
Capitan Precious Metals, Inc. and River North Equity, LLC
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