Current Report Filing (8-k)
04 May 2016 - 3:19AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
April 27, 2016
Date of Report (Date of earliest event reported)
Searchlight Minerals Corp.
(Exact name of Registrant as specified in
its charter)
N
evada
|
|
000-30995
|
|
98-0232244
|
(State or other jurisdiction
|
|
(Commission File Number)
|
|
(I.R.S. Employer
|
of incorporation)
|
|
|
|
Identification No.)
|
2360 W. Horizon Ridge Pkwy., Suite #100,
Henderson, Nevada 89052
(Address of principal executive offices)
(Zip Code)
(702) 939-5247
Registrant’s telephone number, including
area code
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (
see
General Instruction A.2. below):
|
¨
|
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
|
|
¨
|
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
|
|
Item 3.02
|
Unregistered Sales of Equity Securities.
|
Conversion of Existing Notes
On March 18, 2016, Luxor Capital Partners,
LP (“Luxor”), certain of its affiliates (collectively, the “Luxor Group”), Martin Oring, one of our directors
and Chief Executive Officer, and members of his family, converted $3,119,491 in principal and interest owing on certain Secured
Convertible Promissory Notes, each dated September 18, 2013 (the “Notes”) of Searchlight Minerals Corp., a Nevada corporation
(“we,” “us,” “our” or the “Company”), into shares of the Company’s restricted
common stock, $0.001 par value per share (the “Common Stock”) at a rate of $0.035 per share.
Subsequently, on April 27, 2016, all 9
remaining outstanding holders (the “Holders”) of the Notes provided us with Notices of Exercise of Conversion Right
(“Conversion Notices”) expressing their irrevocable intent to convert all of the principal and accrued but unpaid interest
owing on their Notes, into shares of Common Stock at a rate of $0.035 per share, on the same terms and conditions as the Luxor
Group and Mr. Oring. In the aggregate, the Holders are converting $1,086,325 in principal and interest owing on such Notes in exchange
for 31,037,857 shares of the Company’s Common Stock. As the Notes are returned to the Company, the Company will subsequently
cancel the Notes, and there will be no further Notes outstanding from the September 18, 2013 Secured Convertible Promissory Note
offering.
The foregoing descriptions of the terms,
conditions and restrictions of the Conversion Notice do not purport and are not intended to be complete and are qualified in their
entirety by the complete text of that document, the form of which is attached as Exhibit 10.1 to this Report. Similarly, the foregoing
descriptions of the terms, conditions and restrictions of the Notes do not purport and are not intended to be complete and are
qualified in their entirety by the complete texts thereof, forms of which, plus transaction documents related thereto, are filed
as Exhibits 10.1 – 10.5 to the Company’s Current Report on Form 8-K filed on September 24, 2013. Please note, however,
that such documents, including without limitation any representations and warranties contained therein, are not intended as documents
for investors or the public to obtain factual information about the current state of affairs of the Company. Rather, investors
and the public should look to other disclosures contained in our reports under the Exchange Act.
|
Item 9.01
|
Financial Statements and Exhibits.
|
|
Exhibit 10.1
|
Form of Notice of Exercise of Conversion Right
|
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.
|
SEARCHLIGHT MINERALS CORP.
|
|
|
Dated: May 3, 2016
|
By:
|
/s/ Carl Ager
|
|
|
Carl Ager
Vice President
|
EXHIBIT INDEX
Exhibit No.
|
Description
|
|
|
Exhibit 10.1
|
Form of Notice of Exercise of Conversion Right
|
Searchlight Minerals (PK) (USOTC:SRCH)
Historical Stock Chart
From Apr 2024 to May 2024
Searchlight Minerals (PK) (USOTC:SRCH)
Historical Stock Chart
From May 2023 to May 2024
Real-Time news about Searchlight Minerals Corp (PK) (OTCMarkets): 0 recent articles
More Searchlight Minerals Corp. News Articles