UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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1.01
Item 1.01 | Entry into a Material Definitive Agreement |
On June 26, 2025, Gold Resource Corporation (the “Company”) and its subsidiary Don David Gold Mexico S.A. de C.V. (“DDGM”) entered into a loan agreement (the “Loan”) with Francisco Javier Reyes de la Campa and Jaluca Limited (collectively, the “Lender”), whereby the Lender provided the Company with a loan in the principal amount of $6.28 million (the “Principal Amount”). The Loan bears an accrued interest at a per annum rate equal to the sum of (i) the Secured Overnight Financing Rate and (ii) 5%. The Loan matures on December 26, 2026 and is secured by a pledge of the Company’s equity interests in DDGM. The Company has the right to prepay the Loan, in whole or in part, at any time without penalty. The Loan contains customary terms, including events of default, which, if uncured, entitle the Lender to accelerate the due date of the unpaid Principal Amount and all accrued interest on the Loan.
In connection with the Loan, the Company issued a common stock purchase warrant (the “Warrant”) to an affiliate of Mr. Reyes de la Campa, for the purchase of up to 1,500,000 shares of the Company’s common stock, par value $0.001 (the “Warrant Shares”), at an exercise price per share of $0.65. The Warrant is exercisable immediately upon issuance and expires on June 26, 2027. The Warrant provides for customary adjustments in the event of stock dividends, splits and the like, and includes terms relating to the occurrence of a fundamental transaction, such as a merger, reorganization or recapitalization.
The foregoing descriptions of the Loan and the Warrant are qualified in its entirety by reference to the full text of the Loan and the Warrant, copies or the forms of which are included as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The disclosure set forth in Item 1.01 above is incorporated herein by reference.
Item 3.02 | Unregistered Sales of Equity Securities |
The disclosure set forth in Item 1.01 above is incorporated herein by reference. The Warrant and Warrant Shares issuable upon exercise of the Warrant are being made in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
Item 7.01Regulation FD Disclosure
On June 26, 2025, the Company issued a press release announcing the Loan and the Warrant. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits. The following exhibits are furnished with this Current Report on Form 8-K:
Exhibit |
| Description of Exhibit |
* | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit have been omitted by means of marking such portions with asterisks as the identified confidential portions are both not material and are the type of information that the registrant treats as private or confidential. The registrant agrees to supplementally furnish an unredacted copy of this exhibit to the Securities and Exchange Commission upon its request.
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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 | |||
Date: June 27, 2025 | By: | /s/ Allen Palmiere | |
Name: | Allen Palmiere | ||
Title: | Chief Executive Officer and President | ||
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