株探米国株
英語
エドガーで原本を確認する
false 0001629210 0001629210 2025-11-20 2025-11-20
 
 

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 20, 2025

 

 

Paramount Gold Nevada Corp.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Nevada   001-36908   98-0138393

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

665 Anderson Street  
Winnemucca, Nevada   89445
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: 775 625-3600

(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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.01 Par Value Per Share   PZG   NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Item 8.01

Other Events.

On November 20, 2025, Paramount Gold Nevada Corp. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) for the offer and sale of shares of its common stock, par value $0.01 per share (“Common Stock”), having an aggregate offering price of up to $14,900,000, pursuant to the Controlled Equity OfferingSM Sales Agreement, dated March 8, 2024 (“Sales Agreement”), with Cantor Fitzgerald & Co. and A.G.P./Alliance Global Partners. The Prospectus Supplement amends and supplements the information in the prospectus supplements, dated March 22, 2024 and May 16, 2024 (the “Prior Prospectus Supplements”), filed with the Securities and Exchange Commission as a part of the Company’s registration statement on Form S-3 (File No. 333-275376), relating to the offer and sale of up to $7,000,000 of shares of the Company’s Common Stock, pursuant to the Sales Agreement. The Prospectus Supplement should be read in conjunction with the Prior Prospectus Supplements and the accompanying prospectus thereto, and is qualified by reference thereto, except to the extent that the information therein amends or supersedes the information contained in the Prior Prospectus Supplements and the accompanying prospectus. The Prospectus Supplement is not complete without and may only be delivered or utilized in connection with, the Prior Prospectus Supplements and accompanying prospectus and any future amendments or supplements thereto. As of the date of the Prospectus Supplement, the Company has sold $5.9 million of shares of Common Stock under the Sales Agreement. A copy of the opinion of Duane Morris LLP relating to the validity of the Common Stock is attached as Exhibit 5.1 hereto.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit

Number

   Description
5.1    Opinion of Duane Morris LLP.
23.1    Consent of Duane Morris LLP (included in Exhibit 5.1).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


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 hereunto duly authorized.

 

      Paramount Gold Nevada Corp.
Date: November 20, 2025     By:  

/s/ Carlo Buffone

      Carlo Buffone, Chief Financial Officer
EX-5.1 2 d94365dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

NEW YORK

LONDON

 

SINGAPORE

 

PHILADELPHIA

 

CHICAGO

 

WASHINGTON, DC

 

SAN FRANCISCO

 

SILICON VALLEY

 

SAN DIEGO

 

LOS ANGELES

 

BOSTON

 

HOUSTON

 

DALLAS

 

FORT WORTH

 

AUSTIN

  

LOGO

 

FIRM and AFFILIATE OFFICES

 

www.duanemorris.com

  

HANOI

HO CHI MINH CITY

 

SHANGHAI

 

ATLANTA

 

BALTIMORE

 

WILMINGTON

 

MIAMI

 

BOCA RATON

 

PITTSBURGH

 

NORTH JERSEY

 

LAS VEGAS

 

SOUTH JERSEY

 

SYDNEY

 

MYANMAR

 

ALLIANCES IN MEXICO

November 20, 2025

Paramount Gold Nevada Corp.

665 Anderson Street

Winnemucca, NV 89445

Re: Paramount Gold Nevada Corp. – Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to Paramount Gold Nevada Corp., a Nevada corporation (the “Company”), in connection with the Controlled Equity OfferingSM Sales Agreement, dated March 8, 2024 (the “Agreement”), by and among Cantor Fitzgerald & Co. and A.G.P./Alliance Global Partners, as sales agents, and the Company, pursuant to which the Company may issue and sell up to an aggregate of $14,900,000 shares of common stock, par value $0.01 per share (the “Shares”). The Shares are being offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-275376), initially filed by the Company with the Securities and Exchange Commission (the “Commission”) on November 7, 2023, as amended on February 6, 2024 and March 8, 2024, and declared effective on March 22, 2024 (the “Registration Statement”), in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Act”), relating to the issuance and sale of the Shares.

For purposes of rendering this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Registration Statement, including the prospectus contained therein (the “Base Prospectus”); (ii) the prospectus supplements, dated March 22, 2024, May 16, 2024 and November 20, 2025, in the form filed with the Commission pursuant to Rule 424(b) under the Act (collectively, the “Prospectus Supplement,” together with the Base Prospectus and the documents incorporated and deemed to be incorporated by reference therein, herein collectively referred to as the “Prospectus”); (iii) the Amended and Restated Certificate of Incorporation, as amended (“Company’s Certificate of Incorporation”); (iv) the Amended and Restated Bylaws of the Company (“Company’s Bylaws”); and (v) records of proceedings of the Board of Directors, or committees thereof. We have also examined such other certificates of public officials, such other certificates of officers of the Company and such other records, agreements, documents and instruments as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. In rendering such opinion, we have relied as to factual matters upon the representations, warranties and other statements made in the Agreement without having independently verified such factual matters.


November 20, 2025

Page 2

   LOGO

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the Shares have been duly authorized, and when the Shares are issued and paid for in accordance with the terms and conditions of the Agreement, the Shares will be validly issued, fully paid and non-assessable.

Our opinion herein is limited to Nevada Revised Statutes Chapter 78 and the federal laws of the United States of America.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to the use of this opinion as an exhibit to the Current Report on Form 8-K to be filed by the Company and further consent to all references to us in the Prospectus Supplement under “Legal Matters”. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,

/s/ Duane Morris LLP

 

2