8-K

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): March 22, 2024

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 No.)

(IRS Employer
Identification No.)

665 Anderson Street

Winnemucca, Nevada

89445

(Address of principal executive offices)

(775) 625-3600

(Registrant’s telephone number, including area code)

N/A

(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 (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))

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, par value $0.01 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 March 22, 2024, 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 $3,100,000, pursuant to the Controlled Equity Offering^SM Sales Agreement, dated March 8, 2024 (“Sales Agreement”), with Cantor Fitzgerald & Co. and A.G.P./Alliance Global Partners. The Prospectus Supplement supersedes, and the Company has ceased the use of and the offering of Common Stock under the Company’s prior prospectus supplement, dated August 15, 2023. The Company previously sold $14,519,843 of common stock pursuant to the Controlled Equity Offering^SM Sales Agreement among Cantor Fitzgerald & Co., Canaccord Genuity LLC and the Company, which has been terminated.

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.

(d) 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.

By:		/s/ Carlo Buffone
Name:		Carlo Buffone
Title:		Chief Financial Officer

Dated: March 22, 2024

SEC Form 8-K filed by Paramount Gold Nevada Corp.