Item 5. Other Information
ITEM 5. OTHER INFORMATION.
The information set forth below is included herein for the purpose of providing disclosure under Item 1.01 (Entry into a Material Definitive Agreement) of Form 8-K.
On November 12, 2024, the Company entered into a Sales Agreement with A.G.P./Alliance Global Partners to sell shares of our common stock, par value $0.01 per share, from time-to-time through an “at the market offering” program under which A.G.P./Alliance Global Partners will act as our sales agent (“Sales Agent”).
Under the Sales Agreement, we will set the parameters for the sale of shares of our common stock, including (i) the maximum number or amount of shares to be sold, (ii) the time period during which sales may be made, (iii) any limitation on the number or amount of shares that may be sold in any one trading day and (iv) any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell shares of our common stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Sales Agent will use commercially reasonable efforts in conducting such sales activities consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NYSE American. We made certain customary representations, warranties and covenants to the Sales Agent in the Sales Agreement, and we agreed to customary indemnification and contribution obligations, including with respect to liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended. The Sales Agreement may be terminated by us or the Sales Agent for any or no reason upon five days’ prior notice.
38
Table of Contents
Under the Sales Agreement and in our sole discretion, we may issue and sell from time-to-time shares of our common stock. We have no obligation to sell any shares under the Sales Agreement, and we may suspend solicitation and offers under the Sales Agreement for any reason in our sole discretion. We agreed to pay the Sales Agent a commission equal to up to 3.0% of the gross proceeds from the sales of shares pursuant to the Sales Agreement.
Any shares of our common stock sold under the Sales Agreement will be issued pursuant to our shelf registration statement on Form S-3, as amended (File No. 333-262206) (“Registration Statement”), and the base prospectus included therein, originally filed with the U.S. Securities and Exchange Commission (“SEC”) on January 14, 2022 and declared effective by the SEC on January 31, 2022. A prospectus supplement relating to the offering of shares of our common stock under the Sales Agreement will be filed with the SEC on November 12, 2024.
The foregoing description of terms and conditions of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 1.1 to this Quarterly Report on Form 10-Q and incorporated by reference into this Item 5. The provisions of the Sales Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to the agreement and are not intended as documents for investors and the public to obtain factual information about our current state of affairs. For such information, investors and the public should look to the disclosures contained in our reports to and other filings with the SEC.
The legal opinion of Hall Booth Smith, P.C. relating to the shares of our common stock that may be offered and sold pursuant to the Registration Statement and the Sales Agreement is filed as Exhibit 5.1 to this Quarterly Report on Form 10-Q.
39
Table of Contents
ITEM 6. EXHIBITS.
Exhibit No.
Description
1.1 *
Sales Agreement between United States Antimony Corporation and A.G.P./Alliance Global Partners, dated November 12, 2024.
3.1
Third Restated Articles of Incorporation (incorporated by reference as Exhibit 3.1 to the Company’s current Report on Form 8-K filed with the SEC on August 5, 2024).
3.2
First Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 20, 2024).
4.1 *
Description of Securities
5.1 *
Opinion of Hall Booth Smith, P.C.
23.1 *
Consent of Hall Booth Smith, P.C. (included in Exhibit 5.1).
31.1a *
Rule 15d-14(a) Certification by Co-Principal Executive Officer.
31.1b *
Rule 15d-14(a) Certification by Co-Principal Executive Officer.
31.2 *
Rule 15d-14(a) Certification by Principal Financial Officer.
32.1 *
Section 1350 Certification of Co-Principal Executive Officers and Principal Financial Officer.
95 *
Mine Safety Disclosure.
101.INS
Inline XBRL Instance Document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
_____________________
* Filed herewith.
40
Table of Contents
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 thereunto duly authorized.
UNITED STATES ANTIMONY CORPORATION
Date: November 12, 2024
By:
/s/ Gary C. Evans
Gary C. Evans
Co-CEO and Chairman of the Board
(co-principal executive officer)
Date: November 12, 2024
By:
/s/ Lloyd Joseph Bardswich
Lloyd Joseph Bardswich
Co-CEO and Director
(co-principal executive officer)
Date: November 12, 2024
By:
/s/ Richard R. Isaak
Richard R. Isaak
SVP, Chief Financial Officer
(principal financial officer)
41