AMNL Applied Minerals Inc (CE)

Amendment No. 17 to Schedule 13D

This Amendment No. 17 to Schedule 13D (“Schedule 13D” or this “Statement”) amends and supplements the initial statement on Schedule 13D relating to the Common Stock of Applied Minerals, Inc. (f/k/a Atlas Mining Company) (the “Issuer”) filed with the Securities and Exchange Commission (“Commission”) on July 11, 2005 by The IBS Turnaround Fund (QP) (A Limited Partnership) (“QP Turnaround Fund”) and IBS Capital Corporation, as amended by Amendment No. 1 filed on July 12, 2005, as amended by Amendment No. 2 filed on October 16, 2006, as amended by Amendment No. 3 filed on January 23, 2007, as amended by Amendment No. 4 filed on October 12, 2007, as amended by Amendment No. 5 filed on December 13, 2007, as amended by Amendment No. 6 filed on June 4, 2008, as amended by Amendment No. 7 filed on July 2, 2008, as amended by Amendment No. 8 filed on October 7, 2008, as amended by Amendment No. 9 filed on October 27, 2008, as amended by Amendment No. 10 filed on January 12, 2009, as amended by Amendment No. 11 filed on May 20, 2009, as amended by Amendment No. 12 filed on January 29, 2010, as amended by Amendment No. 13 filed on April 14, 2011, as amended by Amendment No. 14 filed on July 5, 2011, as amended by Amendment No. 15 filed on November 10, 2012, and as amended by Amendment No. 16 filed on November 12, 2014.

As previously reported, IBS Capital LLC, a Massachusetts limited liability company (“IBS Capital”), is the general partner of the QP Turnaround Fund and The IBS Turnaround Fund (A Limited Partnership), a Massachusetts limited partnership (“LP Turnaround Fund”), and the investment manager of The IBS Opportunity Fund, Ltd., an international business company organized under the laws of the Commonwealth of the Bahamas (the “Opportunity Fund”).

IBS Capital is the general partner of the QP Turnaround Fund and LP Turnaround Fund, and the investment manager of the Opportunity Fund. David A. Taft (“Mr. Taft”) is a member and the president of IBS Capital. This Schedule 13D is filed jointly by QP Turnaround Fund, the LP Turnaround Fund, the Opportunity Fund, IBS Capital, and Mr. Taft (collectively referred to herein as the “Filers,” each a “Filer”).

The class of equity securities to which this Schedule 13D relates is the Common Stock, $0.001 par value (“Common Stock” or “Shares”) of the Issuer. The address of the Issuer’s principal executive office is 1200 Silver City Road, PO Box 432, Eureka, UT 84628.

The QP Turnaround Fund is a Massachusetts limited partnership. Its principal business is investing in securities. The address of its principal office is One International Place, Suite 3120, Boston, Massachusetts 02110. During the past five years, it has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, it has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The LP Turnaround Fund is a Massachusetts limited partnership. Its principal business is investing in securities. The address of its principal office is One International Place, Suite 3120, Boston, Massachusetts 02110. During the past five years, it has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, it has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Opportunity Fund is an international business company organized under the laws of the Commonwealth of the Bahamas. Its principal business is investing in securities. The address of its principal office is c/o Lennox Paton Corporate Services Limited is 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, Bahamas. The address of the Opportunity Fund’s investment manager is One International Place, Suite 3120, Boston, Massachusetts 02110. The names, principal occupations, addresses and citizenship of its directors are set forth in Schedule A hereto. During the past five years, it has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, it has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

IBS Capital is a Massachusetts limited liability company. Its principal business is investing in securities. The address of its principal office is One International Place, Suite 3120, Boston, Massachusetts 02110. During the past five years, it has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, it has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Mr. Taft is a member and the president of IBS Capital. His business address is One International Place, Suite 3120, Boston, Massachusetts 02110. His principal occupation is investing in securities. During the past five years, he has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, he has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. He is a citizen of the United States of America.

Item 3 of Schedule 13D is supplemented as follows:

Pursuant to the Purchase Agreement (as defined below) the Purchaser (as defined below) acquired the securities for a cash payment in immediately available funds.

Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:

Sale of Common Stock. The LP Turnaround Fund and the QP Turnaround Fund sold Shares of the Issuer to a third-party purchaser (the “Purchaser”) in a private transaction pursuant to a Secondary Securities Purchase Agreement dated as of December 13, 2021 (the “Purchase Agreement”). The LP Turnaround Fund sold 1,403,000 Shares to the Purchaser and the QP Turnaround Fund sold 3,597,000 Shares to the Purchaser.

Sale of 10% PIK-Election Convertible Notes. The LP Turnaround Fund, the QP Turnaround Fund and the Opportunity Fund sold certain derivative securities to the Purchaser pursuant to the Purchase Agreement. On December 31, 2020, each of the LP Turnaround Fund, the QP Turnaround Fund and the Opportunity Fund were issued a 10% PIK-Election Convertible Note (each a “Note” and collectively, the “Notes”). The LP Fund sold $1,427,792 of principal under the Note to the Purchaser for $57,111.68, which principal amount is convertible into 4,199,388 Shares. The QP Fund sold $2,867,160 of principal under the Note to the Purchaser for $114,686.40, which principal amount is convertible into 8,432,824 Shares. The Opportunity Fund sold $278,582 of principal under the Note to the Purchaser for $11,143.28, which principal amount is convertible into 819,359 Shares.

The Notes and the Shares were transferred to the Purchaser on December 17, 2021, and the transactions described in this Item 4 were effected at the same time.

Investment Purposes. The Filers have sold the Shares in the ordinary course of business. The Filers intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, price levels of the Common Stock, conditions in the securities market and general economic and industry conditions, the Filers may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, but not limited to, purchasing additional Common Stock or other securities of the Issuer or selling some or all of their securities on the open market, in private transactions or otherwise, communicating with the Issuer or other investors or stockholders or conducting a proxy solicitation with respect to the election of directors of the Issuer. Except as set forth herein, the Filers do not have any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.

(a)       The percentages used in this Statement are calculated on the basis of 204,736,762 Shares outstanding, as reported in the Issuer’s 10-Q for the quarterly period ended September 30, 2021, filed with the Commission on November 22, 2021.

(b)     The information contained in table form in Rows 7 through 11 on each of pages 2, 3, 4, 5 and 6 hereof, which relates to beneficial ownership, voting and disposition of Shares, is hereby incorporated by reference.

(c)      Not applicable.

(d)     The disclosure regarding the relationship among the Filers set forth in Item 1 of this Schedule 13D is incorporated by reference herein.

(e)      Not applicable.

Item 6 of Schedule 13D is supplemented as follows:

Purchase Agreement. As described in Item 4, the Purchaser, the QP Turnaround Fund the LP Turnaround Fund and the Opportunity Fund entered into the Purchase Agreement.

Directorship of Mr. Taft. As of the date hereof, Mr. Taft is no longer a director of the Issuer and Mr. Taft’s directorship ended in December 2017.

Other Matters. Other than as described above, to each Filer’s knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

The following document is filed herewith:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SCHEDULE A

Exhibit 1

JOINT FILING AGREEMENT

The undersigned agree that the statement on Schedule 13D/A with respect to the common stock Applied Minerals, Inc., dated as of December 21, 2021, is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d under the Securities Exchange Act of 1934, as amended.