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

 

Date of Report (Date of earliest event reported): November 13, 2012

 

COMSTOCK MINING INC.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada

(State or Other

Jurisdiction of Incorporation)

000-32429

(Commission File Number)

65-0955118

(I.R.S. Employer

Identification Number)

 

1200 American Flat Road, Virginia City, Nevada 89440

(Address of Principal Executive Offices, including Zip Code)

 

Registrant’s Telephone Number, including Area Code: (775) 847-5272

  

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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:

 

¨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 November 13, 2012, Comstock Mining Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) between the Company and Global Hunter Securities, LLC, as representative of the several underwriters listed in Schedule A thereto (the “Underwriters”), pursuant to which the Company agreed to sell 3,692,673 shares of the Company’s common stock (the “Shares”) to the Underwriters at a public offering price of $2.19 per share, less an underwriting discount of $0.1533 per share. The Company also granted the Underwriters a 30-day option to purchase up to an additional 553,900 Shares at the same public offering price, to cover over-allotments. The Underwriting Agreement contains customary representations, warranties and agreements of the Company and customary conditions to closing, indemnification rights and obligations of the parties. The foregoing description of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement, which is incorporated herein by reference and is attached hereto as Exhibit 1.1. The offering of the Shares closed on November 19, 2012.

 

Copies of the Company’s press releases announcing the pricing of the offering of the Shares are attached to this report as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

 

The opinion of McDonald Carano Wilson LLP regarding the validity of the Shares is attached hereto as Exhibit 5.1.

 

Item 9.01 Financial Statements and Exhibits.

 

d) Exhibits.

 

 1.1   Underwriting Agreement dated as of November 13, 2012, between Comstock Mining Inc. and Global Hunter Securities, LLC, as representative of the several underwriters listed in Schedule A thereto.
      
 5.1   Opinion of McDonald Carano Wilson LLP regarding the validity of the Shares.
      
 99.1   Press release dated November 14, 2012 announcing pricing of offering.
      
 99.2   Press release dated November 19, 2012 announcing closing of offering.

  

 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  COMSTOCK MINING INC.  
     
     
Date: November 19, 2012 By: /s/ Corrado De Gasperis  
   

Name: Corrado De Gasperis

Title: President, Chief Executive Officer and Director

  

 

 
 

 

EXHIBIT INDEX

 

 1.1   Underwriting Agreement dated as of November 13, 2012, between Comstock Mining Inc. and Global Hunter Securities, LLC, as representative of the several underwriters listed in Schedule A thereto.
      
 5.1   Opinion of McDonald Carano Wilson LLP regarding the validity of the Shares.
      
 99.1   Press release dated November 14, 2012 announcing pricing of offering.
      
 99.2   Press release dated November 19, 2012 announcing closing of offering.