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COMMON STOCK UNITS, COMMON STOCK AND COMMON STOCK WARRANTS
3 Months Ended
Mar. 31, 2020
COMMON STOCK UNITS, COMMON STOCK AND COMMON STOCK WARRANTS  
COMMON STOCK UNITS, COMMON STOCK AND COMMON STOCK WARRANTS

NOTE 6 — COMMON STOCK UNITS, COMMON STOCK AND COMMON STOCK WARRANTS

 

During the three months ended March 31, 2020, we issued 369,000 shares of common stock pursuant to stock awards under the 2006 Equity Incentive Plan. 

 

During the year ended December 31, 2019, 1,544,926 shares of common stock were issued pursuant to stock awards under the 2006 Equity Incentive Plan.

 

We currently have 98,013,256 warrants outstanding at an exercise price between $0.35 and $5.00 per share. 

 

On May 5, 2020, 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.  The S-3 has not been declared effective by the SEC as of May 9, 2020. 

 

On March 12, 2020, the Company was advised by the NYSE American that the price deficiency had not been cured by the end of the six-month period, but that the NYSE American has granted the Company additional time until its 2020 Annual Meeting of Stockholders to implement a reverse stock split.  The Company plans to seek shareholder approval of a reverse stock split proposal at its 2020 Annual Meeting of Stockholders.  In the interim, the Company’s common stock remains listed on the NYSE American, under the trading symbol “GMO”, subject to the Company’s compliance with other continued listing requirements and subject to the trading price remaining above a required $0.06 minimum per share.  The NYSE American has added the designation of “.BC” to indicate that the Company is below compliance with the listing standards set forth in the Company Guide.

 

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 $1.9 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 used 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 other income/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 March 31, 2020 and December 31, 2019, the warrants had a fair value of $0.4 million and $1.1 million, respectively, resulting in a non-cash gain of $0.7 million recorded as other income in the Statement of Operations.  The following inputs to the model were used at March 31, 2020 and December 31, 2019:

 

 

 

 

 

 

 

 

 

    

March 31, 2020

    

December 31, 2019

 

Stock Price

 

0.16

 

$

0.24

 

Exercise Price

 

0.50

 

 

0.50

 

Expected Term

 

7.8 years

 

 

7.8 years

 

Stock Volatility

 

40.0

%  

 

40.0

%  

Risk-Free Interest Rate

 

0.6

%  

 

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 March 31, 2020, 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.