Current Report Filing (8-k)
December 29 2014 - 3:40PM
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
December 23, 2014
Date of Report (Date of earliest event reported)
Searchlight Minerals Corp.
(Exact name of Registrant as specified in
its charter)
Nevada |
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 1.01. | Entry into a Material Definitive Agreement. |
On December 23, 2014, Searchlight Minerals
Corp., a Nevada corporation (“we,” “us,” “our” or the “Company”), approved of entering
into an exchange agreement (the “Agreement”) with Cupit, Milligan, Ogden & Williams (“CMOW”). The Agreement
provides that the Company’s balance of $115,017.68, which was owed to CMOW as of November 30, 2014 for accounting support
services, will be exchanged for 359,430 shares of the Company’s common stock, which will be issued directly to Mr. Williams.
The price of $0.32 per share used in the exchange was the closing market price of the Company’s common stock on December
23, 2014, the day the Agreement was approved. As a result of the exchange, the balance owed to CMOW as of November 30, 2014 will
be cancelled.
CMOW is an affiliate of the Company’s
Chief Financial Officer, Melvin Williams, however fees for services provided by CMOW do not include any charges for Mr. Williams’
time. Mr. Williams is compensated for his time under his employment agreement.
The shares of common stock issued in the
exchange have not been registered under the federal or state securities laws and may not be offered or sold in the United States
absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements.
The Company relied on the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof and
the rules and regulations promulgated thereunder.
A letter from CMOW to the Company memorializing
the Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The above description
of the material terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit
10.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) |
|
Exhibits: |
|
|
|
10.1 |
|
Letter from Cupit, Milligan, Ogden & Williams, dated as of December 23, 2014. |
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: December 29, 2014 |
By: |
/s/ Martin B. Oring |
|
|
Martin B. Oring |
|
|
Chief Executive Officer |
Exhibit 10.1
Cupit,
Milligan,
Ogden & Williams
Certified Public Accountants |
Shareholders
Edward R. Cupit, CPA, (1943-2010)
Ronald A. Milligan, CPA
Thomas M. Ogden, CPA
Melvin L. Williams, CPA
Michael T. Metkovich, CPA |
1695 Meadow
Wood Lane, Suite 100
Reno, Nevada 89502
(775) 827-5055
Fax (775) 827-6356
December
23, 2014
Searchlight
Minerals Corp.
2360
West Horizon Ridge Pkwy, Ste #100 B
Henderson,
NV 89052
Gentlemen:
Attached
is a copy of our most recent invoice dated November 30, 2014 and statement of balance owed to our firm for services outstanding
in the total balance of $115,017.68.
Melvin
Williams has informed us the Board of Directors, in a meeting on December 23, 2014, approved settling this balance with issuance
of shares of common stock in Searchlight Minerals Corp. at the closing market price of $0.32 of that same day.
This
represents issuance of 359,430 shares on December 23, 2014. The shares should be issued directly to Melvin L. Williams and the
outstanding balance of $115,017.68 owing to the firm of Cupit, Milligan, Ogden & Williams will be cleared internally between
the firm and Mr. Williams resulting in a zero balance as of November 30, 2014.
Please
coordinate any necessary items related to the stock issuance directly with Mr. Williams
We
appreciate the opportunity to be of service to the company.
Very
truly yours,
/s/
Ronald A. Milligan
Ronald
A. Milligan, CPA
Treasurer
/s/
Melvin L. Williams
Melvin
L. Williams, CPA
President
Member of American Institute of Certified
Public Accountants Division of Firms
Searchlight Minerals (PK) (USOTC:SRCH)
Historical Stock Chart
From Jun 2024 to Jul 2024
Searchlight Minerals (PK) (USOTC:SRCH)
Historical Stock Chart
From Jul 2023 to Jul 2024