Dakota Gold Corp.: Form 8-K - Filed by newsfilecorp.com
Dakota Gold Corp.
SEC Document
SEC Filing

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Washington, D.C. 20549


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 16, 2023

(Exact name of registrant as specified in its charter)

Nevada 001-41349 85-3475290
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

106 Glendale Drive, Suite A,
Lead, South Dakota, United States 57754
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (605) 906-8363

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 Symbols   Name of each exchange on which registered
Common Stock, par value $0.001 per share   DC   NYSE American LLC
Warrants, each warrant exercisable for one share of the Registrant's common stock at an exercise price of $2.08   DC.WS   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 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 18, 2023, pursuant to the authorization and approval provided by the stockholders of Dakota Gold Corp. (the "Company") at the Meeting discussed below under Item 5.07, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada to increase its authorized shares of common stock, $0.001 par value per share, from 144,302,330 to 300,000,000 shares, which filing became effective on the same date (the "Amendment"). A copy of the Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of stockholders on May 16, 2023 (the "Meeting"). At the Meeting, by a vote of stockholders entitled to vote, the stockholders voted upon and approved proposals to:

i. elect seven directors (Gerald Aberle, Jonathan Awde, Jennifer Grafton, Amy Koenig, Stephen O'Rourke, Robert Quartermain and Alice Schroeder) to serve for a term that expires on the date of the Company's next annual meeting of stockholders (the "Director Proposal");

ii. ratify the appointment of Ham, Langston & Brezina, L.L.P. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 (the "Auditor Proposal"); and

iii. increase the Company's authorized common stock from 144,302,330 to 300,000,000 shares by amending the Company's Articles of Incorporation, as amended (the "Authorized Stock Proposal").

Election results for the Director Proposal are as follows:

Name of Nominee For Withheld Broker Non-Votes
Gerald Aberle 40,850,646 713,745 5,954,820
Jonathan Awde 41,482,008 82,383 5,954,820
Jennifer Grafton 38,698,417 2,865,974 5,954,820
Amy Koenig 36,813,893 4,750,498 5,954,820
Stephen O'Rourke 35,328,430 6,235,961 5,954,820
Robert Quartermain 40,901,271 663,120 5,954,820
Alice Schroeder 41,348,880 215,511 5,954,820

Election results for the Auditor Proposal are as follows:

For Against Abstain
47,490,107 22,605 6,498

Election results for the Authorized Stock Proposal are as follows:

For Against Abstain Broker Non-Votes
35,601,496 11,833,220 84,486 9

Item 9.01

Financial Statements and Exhibits.




(d) Exhibits

Exhibit No.   Description
3.1   Certificate of Amendment to Articles of Incorporation
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)


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 hereunto duly authorized.

  /s/ Shawn Campbell
  Name: Shawn Campbell
  Title: Chief Financial Officer

Date:  May 22, 2023