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COMMON STOCK AND COMMON STOCK WARRANTS
12 Months Ended
Dec. 31, 2019
COMMON STOCK AND COMMON STOCK WARRANTS  
COMMON STOCK AND COMMON STOCK WARRANTS

NOTE 6 —COMMON STOCK AND COMMON STOCK WARRANTS

 

During the year ended December 31, 2019, we issued 1,544,296 shares of common stock pursuant to stock awards under the 2006 Equity Incentive Plan. 

 

During the year ended December 31, 2018, 993,481 shares of common stock were issued pursuant to stock awards under the 2006 Equity Incentive Plan and 1,168,300 shares under the Company’s at-the-market offering facility.

 

The following is a summary of common stock warrant activity for each of the two years ended December 31, 2019:

 

 

 

 

 

 

 

 

 

 

    

Number of Shares

 

 

 

 

 

 

Under

 

 

 

 

 

 

Warrants

    

Exercise Price

 

Balance at December 31, 2018

 

 

98,686,000

 

$

0.50 to 5.00

 

Issuance of new warrants

 

 

88,556,456

 

 

0.35 to 0.50

 

Warrant exercises

 

 

(694,200)

 

 

0.35

 

Expiration of warrants

 

 

(88,535,000)

 

 

0.50 to 1.00

 

Balance at December 31, 2019

 

 

98,013,256

 

$

0.35 to 5.00

 

Weighted average exercise price

 

$

0.44

 

 

 

 

 

On April 12, 2017, the Company filed a prospectus supplement in both Canada and the United States to its U.S. base shelf prospectus and U.S. registration statement on Form S-3 which enabled the Company, at its discretion from time to time, to sell up to $20 million worth of common shares by way of an at-the-market offering.  Since the effectiveness of the prospectus supplement by the SEC on April 26, 2017 to December 31, 2019, a total of 1,168,300 common shares have been sold under the ATM, for net proceeds to the Company of $0.5 million.  In conjunction with the public offering discussed below, the Company has agreed to suspend the ATM facility for a period of 2 years. 

 

On October 17, 2018, the Company announced an underwritten public offering of 9,151,000 units at a price of $0.25 per share, with each unit consisting of one share of common stock accompanied by one warrant exercisable for one share of common stock immediately upon closing at a price of $0.35 per share.  The offering provided net proceeds of approximately $2.0 million after underwriting commissions and expenses.  Mr. Bruce Hansen, Chief Executive Officer of the Company and a related party, participated in the offering for a total of $0.5 million.  The Company intends to use the proceeds for general corporate purposes, including the ongoing preliminary drilling program for the exploration of zinc, copper and silver mineralization at the southeast area of the Mt. Hope Project.

 

                On December 9, 2019, the Company and an affiliate of AMER announced the closure of a $4 million private placement at a price of $0.40 per common share of General Moly under a new Securities Purchase Agreement (“SPA”) and amended and restated warrant agreement for the purchase of up to 80 million shares of common stock at $0.50 per share (“New AMER Warrant”), resolving the Dispute.  Additionally, the parties agreed to a mutual release, terminating the previous AMER Investment Agreement, the prior Warrant, and the Dispute Negotiation Extension Agreement (“Extension Agreement”).  These warrants are not indexed to the Company’s own stock.  Therefore, these warrants are classified as a liability and subsequently measured at fair value with changes in fair value recorded as interest expense in the Statements of Operations.   The Company uses a Monte Carlo Simulation to determine the fair value of the warrants at the end of each reporting period based on the number of warrants expected to vest.  At December 9, 2019 and December 31, 2019, the warrants had a fair value of $1.3 million and $1.1 million, respectively.  The following inputs to the model were used at December 31, 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

December 31, 2019

 

Stock Price

 

 

$

0.24

 

Exercise Price

 

 

$

0.50

 

Expected Term

 

 

 

7.8 years

 

Stock Volatility

 

 

 

40.0%

 

Risk-Free Interest Rate

 

 

 

1.8%

 

 

On December 27, 2019, the Company issued warrants to purchase 8,556,456 shares of common stock in connection with the exchange of its senior notes as discussed above at an exercise price of $0.35 with a three-year term.  These warrants are equity-classified.  The Company used a Black-Scholes model to determine the fair value of the warrants at the date of issuance using the following inputs to the model:

   

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

December 27, 2019

 

Stock Price

 

 

$

0.23

 

Exercise Price

 

 

$

0.35

 

Expected Term

 

 

 

3.0 years

 

Stock Volatility

 

 

 

40.0%

 

Risk-Free Interest Rate

 

 

 

1.6%

 

 

 

 

 

 

 

 

Of the warrants outstanding at December 31, 2019, 8.6 million are exercisable at $0.35 per share at any time from December 27, 2019 through their expiration on December 26, 2022, 1.0 million are exercisable at $5.00 per share once General Moly has received financing necessary for the commencement of commercial production at the Mt. Hope Project and will expire one year thereafter, and the 80.0 million shares of the AMER Warrant will become exercisable in increments of 12 million shares for each $100 million in Bank Loan financing AMER assists in arranging.

 

Pursuant to our amended Certificate of Incorporation, approved by the stockholders at the general meeting of June 30, 2015, we are authorized to issue 650.0 million shares of $0.001 par value common stock.  All shares have equal voting rights, are non-assessable and have one vote per share.  Voting rights are not cumulative and therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.