Item 1.01 Entry into a Material Definitive Agreement.
On December 2, 2016, Pershing Gold Corporation
(the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Laidlaw &
Company (UK) Ltd. (“Laidlaw” or the “Underwriter”) pursuant to which, among other things, the Company agreed
to issue and sell to the Underwriter, in an underwritten public offering (the “Offering”), an aggregate of 2,205,883
shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), at a public offering price of $3.40
per share of Common Stock. In addition, the Company granted to the Underwriter an option, exercisable in whole or in part at any
time for a period of 45 days following December 2, 2016, to purchase up to an additional 330,882 shares of Common Stock at a public
offering price of $3.40 per share, to cover overallotments, if any. This offering is being completed on a “best efforts”
basis, and the Underwriter has no obligation to buy any shares of common stock from the Company or to arrange for the purchase
or sale of any specific number or dollar amount of shares of the Company’s common stock.
The shares of Common Stock are being offered
and sold to the public pursuant to the Company’s effective shelf registration statement on Form S-3 and accompanying prospectus
(File No. 333-211910), which was declared effective by the Securities and Exchange Commission (the “SEC”) on June 29,
2016, and a preliminary prospectus supplement and final prospectus supplement filed with the SEC on December 1, 2016 and December
2, 2016, respectively, in connection with the Company’s takedown relating to the Offering.
Net proceeds from the Offering are expected
to be approximately $6.7 million (excluding the purchase of any sale of shares of Common Stock pursuant to the overallotment option
granted to the Underwriter), after deducting underwriting discounts and commissions and estimated Offering expenses payable by
the Company. The Company intends to use the net proceeds from the Offering for advancing its Relief Canyon project, capital expenditures,
working capital and general corporate purposes. The purchase and sale of the Common Stock, and the closing of the Offering, is
expected to take place on or about December 7, 2016, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement contains customary
representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company
and the Underwriter for losses or damages arising out of or in connection with the Offering, including for liabilities under the
Securities Act of 1933, as amended, other obligations of the parties and termination provisions. In addition, pursuant to the terms
of the Underwriting Agreement, each of the Company’s directors and executive officers have entered into “lock-up”
agreements with the Underwriter that generally prohibit, without the prior written consent of the Underwriter, the sale, transfer
or other disposition of securities of the Company for a period ending 45 days following December 2, 2016.
The foregoing description of the Underwriting
Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Underwriting Agreement,
which is filed as Exhibit 1.1 to this Current Report on Form 8-K.
The representations, warranties and covenants
contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for
the benefit of the parties to the Underwriting Agreement and may be subject to limitations agreed upon by the contracting parties.
Accordingly, the Underwriting Agreement is incorporated herein by reference only to provide investors with information regarding
the terms of the Underwriting Agreement and not to provide investors with any other factual information regarding the Company or
its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings
with the SEC.
Forward-Looking Statements
This Current Report on Form 8-K contains
forward-looking statements that involve risks and uncertainties, such as statements related to the anticipated closing of the Offering
and the amount of net proceeds expected from the Offering. The risks and uncertainties involved include the Company’s ability
to satisfy certain conditions to closing on a timely basis or at all, market conditions, and other risks detailed from time to
time in the Company’s periodic reports and other filings with the SEC. You are cautioned not to place undue reliance on forward-looking
statements, which are based on the Company’s current expectations and assumptions and speak only as of the date of this Current
Report on Form 8-K. The Company does not intend to revise or update any forward-looking statement in this Current Report on Form
8-K as a result of new information future events or otherwise, except as required by law.