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PROSPECTUS SUPPLEMENT
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Filed pursuant to Rule 424(b)(5)
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(To
Prospectus dated January 27, 2021)
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File No. 333-252193
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UNITED STATES ANTIMONY CORPORATION
10,990,000 Shares of Common Stock
We are
offering 10,990,000 shares of our common stock, par value $0.01 per
share, directly to certain institutional investors pursuant to this
prospectus supplement, the accompanying prospectus, and that
certain Securities Purchase Agreement, dated February 10, 2021, by
and among United States Antimony Corporation (the
“Company”) and the institutional investors signatories
thereto. We are offering the shares of common stock in this
offering at a price per share of $1.30.
Our
common stock trades on the NYSE American under the symbol
“UAMY.” The last reported sale price of our common
stock on the NYSE American on February 10, 2021 was $1.78 per
share. For a more detailed description of our common stock, see the
section entitled “Description of the Securities we are
Offering” beginning on page S-6 of this prospectus
supplement.
As of
February 9, 2021, the aggregate market value of our outstanding
common stock held by non-affiliates was approximately $83.9 million
based on 91,810,100 shares outstanding, of which 85,613,557 shares
are held by non-affiliates, and a per share price of $0.98, which
was the last reported price on the NYSE American of our common
stock on February 9, 2021. Accordingly, we are not subject to the
limitations set forth in General Instruction I.B.6 of Form
S-3.
We have
retained Roth Capital Partners, LLC to act as exclusive placement
agent (the “Placement Agent”) in connection with this
offering. The Placement Agent has agreed to use its reasonable best
efforts to sell the securities offered by this prospectus
supplement and the accompanying prospectus. The Placement Agent has
no obligation to buy any of the securities from us or to arrange
for the purchase or sale of any specific number or dollar amount of
securities. See “Plan of Distribution” beginning on
page S-7 of this prospectus supplement for more information
regarding our arrangements with the Placement Agent.
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Offering
price
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$1.30
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$14,287,000
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Placement
Agent’s fees (1)
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$0.078
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$857,220
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Proceeds, before
other expenses, to us
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$1.222
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$13,429,780
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(1)
We will pay the
Placement Agent a cash fee equal to 6.0% of the aggregate purchase
price paid by investors for the securities being sold in this
offering. We have also to reimburse the Placement Agent for certain
expenses incurred by it in the amount of up to $50,000. See
“Plan of Distribution” beginning on page S-7 of this
prospectus supplement for more information regarding these
arrangements.
Investing
in our securities involves a high degree of risk. See the section
entitled “Risk
Factors” beginning on page S-3 of this prospectus
supplement and in the documents we incorporate by reference in this
prospectus supplement and the accompanying prospectus. You should
carefully consider these risk factors, as well as the information
contained in this prospectus supplement and the accompanying
prospectus, before you invest.
Neither
the Securities and Exchange Commission (the “SEC”) nor
any state securities commission has approved or disapproved of
these securities or passed upon the adequacy or accuracy of this
prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
We
expect to deliver the shares being offered pursuant to this
prospectus supplement and accompanying prospectus on or about
February 16, 2021.
The date of this prospectus supplement is February 10,
2021
Roth Capital
Partners
TABLE OF CONTENTS
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PROSPECTUS SUPPLEMENT
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ABOUT
THIS PROSPECTUS SUPPLEMENT
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S-ii
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FORWARD-LOOKING
STATEMENTS
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S-iii
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PROSPECTUS
SUPPLEMENT SUMMARY
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S-1
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RISK
FACTORS
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S-3
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USE OF
PROCEEDS
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S-4
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DILUTION
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S-5
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DESCRIPTION
OF THE SECURITIES WE ARE OFFERING
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S-6
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PLAN OF
DISTRIBUTION
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S-7
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LEGAL
MATTERS
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S-9
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EXPERTS
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S-9
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WHERE
YOU CAN FIND MORE INFORMATION
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S-9
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INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
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S-9
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INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
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S-10
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PROSPECTUS
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ABOUT THIS
PROSPECTUS
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ii
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FORWARD-LOOKING
STATEMENTS
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iii
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ABOUT THE
COMPANY
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1
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RISK
FACTORS
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2
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RATIO OF EARNINGS
TO FIXED CHARGES
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3
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USE OF
PROCEEDS
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3
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DESCRIPTION OF
CAPITAL STOCK
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4
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DESCRIPTION OF
COMMON STOCK
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4
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DESCRIPTION OF
PREFERRED STOCK
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5
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DESCRIPTION OF DEBT
SECURITIES
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7
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DESCRIPTION OF
WARRANTS
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9
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DESCRIPTION OF
RIGHTS
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11
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DESCRIPTION OF
UNITS
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12
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PLAN OF
DISTRIBUTION
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13
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LEGAL
MATTERS
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14
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EXPERTS
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14
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INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
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14
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WHERE YOU CAN FIND
MORE INFORMATION
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15
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ABOUT THIS PROSPECTUS SUPPLEMENT
This
prospectus supplement is a supplement to the accompanying
prospectus that is also a part of this document. This prospectus
supplement and the accompanying prospectus, dated January 27, 2021,
are part of a registration statement on Form S-3 (File No.
333-252193) that we filed with the Securities and Exchange
Commission, or the SEC, utilizing a “shelf”
registration process. Under this shelf registration process, we may
offer and sell from time to time in one or more offerings the
securities described in the accompanying prospectus.
This
document is in two parts. The first part is this prospectus
supplement, which describes the shares we are offering and the
terms of the offering and also adds to and updates information
contained in the accompanying prospectus and the documents
incorporated by reference into the accompanying prospectus. The
second part is the accompanying prospectus, which provides more
general information, some of which may not apply to the securities
offered by this prospectus supplement. Generally, when we refer to
this “prospectus,” we are referring to both documents
combined. To the extent there is a conflict between the information
contained in this prospectus supplement, on the one hand, and the
information contained in the accompanying prospectus or any
document incorporated by reference therein, on the other hand, you
should rely on the information in this prospectus supplement. We
urge you to carefully read this prospectus supplement and the
accompanying prospectus and any related free writing prospectus,
together with the information incorporated herein and therein by
reference as described under the heading “Where You Can Find
Additional Information,” before buying any of the securities
being offered.
You
should rely only on the information that we have provided or
incorporated by reference in this prospectus supplement and the
accompanying prospectus and any related free writing prospectus
that we may authorize to be provided to you. We have not, and the
placement agent has not, authorized anyone to provide you with
different information. No other dealer, salesperson or other person
is authorized to give any information or to represent anything not
contained in this prospectus supplement and the accompanying
prospectus or any related free writing prospectus that we may
authorize to be provided to you. You must not rely on any
unauthorized information or representation. This prospectus
supplement is an offer to sell only the securities offered hereby,
and only under circumstances and in jurisdictions where it is
lawful to do so. You should assume that the information in this
prospectus supplement and the accompanying prospectus or any
related free writing prospectus is accurate only as of the date on
the front of the document and that any information we have
incorporated by reference is accurate only as of the date of the
document incorporated by reference, regardless of the time of
delivery of this prospectus supplement and the accompanying
prospectus or any related free writing prospectus, or any sale of a
security.
This
prospectus supplement contains summaries of certain provisions
contained in some of the documents described herein, but reference
is made to the actual documents for complete information. All of
the summaries are qualified in their entirety by the actual
documents. Copies of some of the documents referred to herein have
been filed, will be filed or will be incorporated by reference as
exhibits to the registration statement of which this prospectus
supplement is a part, and you may obtain copies of those documents
as described below under the heading “Where You Can Find More
Information.”
FORWARD-LOOKING STATEMENTS
This
prospectus supplement, accompanying prospectus and the documents
that we have filed with the SEC that are incorporated by reference
in this prospectus supplement contain “forward-looking
statements” within the meaning of Section 27A of the
Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Exchange Act and may involve
material risks, assumptions and uncertainties. Forward-looking
statements typically are identified by the use of terms such as
“may,” “will,” “should,”
“believe,” “might,” “expect,”
“anticipate,” “intend,” “plan,”
“estimate,” and similar words, although some
forward-looking statements are expressed differently.
Any
forward looking statements contained in this prospectus supplement,
accompanying prospectus and the documents that we have filed with
the SEC that are incorporated by reference in this prospectus
supplement are only estimates or predictions of future events based
on information currently available to our management and
management’s current beliefs about the potential outcome of
future events. Whether these future events will occur as management
anticipates, whether we will achieve our business objectives, and
whether our revenues, operating results, or financial condition
will improve in future periods are subject to numerous risks. There
are a number of important factors that could cause actual results
to differ materially from the results anticipated by these
forward-looking statements. These important factors include those
that we discuss under the heading “Risk Factors” and in
other sections of our Annual Report on Form 10-K for the fiscal
year ended December 31, 2019, as well as in our other reports filed
from time to time with the SEC that are incorporated by reference
into this prospectus supplement and the accompanying prospectus.
You should read these factors and the other cautionary statements
made in this prospectus supplement, the accompanying prospectus and
in the documents we incorporate by reference into this prospectus
supplement and the accompanying prospectus as being applicable to
all related forward-looking statements wherever they appear in this
prospectus supplement or the documents we incorporate by reference
into this prospectus supplement and the accompanying prospectus. If
one or more of these factors materialize, or if any underlying
assumptions prove incorrect, our actual results, performance or
achievements may vary materially from any future results,
performance or achievements expressed or implied by these
forward-looking statements. We undertake no obligation to publicly
update any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
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PROSPECTUS
SUPPLEMENT SUMMARY
This summary is not complete and does not contain all of the
information that you should consider before investing in the
securities offered by this prospectus. You should read this summary
together with the entire prospectus supplement and accompanying
prospectus, including our risk factors (as provided for herein and
incorporated by reference), financial statements, the notes to
those financial statements and the other documents that are
incorporated by reference in this prospectus supplement, before
making an investment decision. You should carefully read the
information described under the heading “Where You Can Find
More Information.” We have not authorized anyone to provide
you with information different from that contained in this
prospectus. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or of any sale of our
securities.
Unless the context otherwise requires, the terms
“UAMY,” “the Company,” “we,”
“us,” and “our” in this prospectus each
refer to United States Antimony Corporation, our subsidiaries, and
our consolidated entities.
Overview
United
States Antimony Corporation was incorporated in Montana in January
1970 to mine and produce antimony products. In December 1983, we
suspended antimony mining operations but continued to produce
antimony products from domestic and foreign sources. In April 1998,
we formed United States Antimony SA de CV or USAMSA, to mine and
smelt antimony in Mexico. Bear River Zeolite Company, or BRZ, was
incorporated in 2000, and it is mining and producing zeolite in
southeastern Idaho. On August 19, 2005, we formed Antimonio de
Mexico, S. A. de C. V. to explore and develop antimony and silver
deposits in Mexico. Our principal business is the production and
sale of antimony, silver, gold and zeolite products. On May 16,
2012, we started trading on the NYSE MKT (now NYSE AMERICAN) under
the symbol UAMY.
Corporate Information
Our
corporate offices are located at 47 Cox Gulch, P.O. Box 643,
Thompson Falls, Montana 59873. Our telephone number is (406)
827-3523. Our Internet address is www.usantimony.com. On this web
site, we post the following filings as soon as reasonably
practicable after they are electronically filed with or furnished
to the U.S. Securities and Exchange Commission (“SEC”):
our Annual Reports on Form 10-K; our Quarterly Reports on Form
10-Q; our Current Reports on Form 8-K; our proxy statements related
to our annual stockholders’ meetings; and any amendments to
those reports or statements. All such filings are available on our
web site free of charge. We do not incorporate the information on
or accessible through our website into this prospectus supplement,
and you should not consider any information on, or that can be
accessed through, our website as a part of this prospectus
supplement. Our company is a “smaller reporting
company” as defined in Rule 12b-2 of the Exchange Act, and we
have elected to take advantage of certain of the scaled disclosure
available to smaller reporting companies under the Exchange
Act.
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The
Offering
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Issuer:
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United
States Antimony Corporation
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Shares
of common stock offered by us pursuant to this prospectus
supplement:
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10,990,000
shares
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Offering
price:
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$1.30
per share
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Shares
of common stock outstanding before this offering:
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91,810,100
shares
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Shares
of common stock to be outstanding after this offering:
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102,800,100
shares
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Use of
proceeds:
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We
intend to use the net proceeds from this offering for general
corporate purposes and working capital, including to improve
infrastructure at our Mexico and Montana antimony installations, to
fund a geochemical, geological and geophysical program at our Los
Juarez property, to fund corporate governance expenses, and to
retire certain indebtedness. See “Use of Proceeds” on
page S-4.
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Risk
factors:
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You
should read the “Risk Factors” section beginning on
page S-3 of this
prospectus supplement, the “Risk Factors” section
beginning on page 2 of the accompanying prospectus, and the
“Risk Factors” section in our Annual Report on Form
10-K for the year ended December 31, 2019 for a discussion of
factors to consider before deciding to purchase our
securities.
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Transfer
agent and registrar:
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The
transfer agent and registrar for our common stock is Direct
Transfer, LLC.
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NYSE
American trading symbol:
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UAMY
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The
number of shares of our common stock outstanding prior to, and to
be outstanding immediately following the completion of, is based on
the actual number of shares outstanding as of February 9, 2021,
which was 91,810,100, and does not include, as of that
date:
●
9,256,500 shares of
common stock issuable upon the exercise of warrants to purchase
shares of common stock at an exercise price of $0.85 per share that
we issued to investors and to the placement agent in an offering of
securities that closed on February 3, 2021;
●
5,480,613 shares of
common stock issuable upon the exercise of warrants to purchase
shares of common stock at a weighted average exercise price of
$0.48 per share (other than the warrants described above);
and
●
1,751,005 shares of
common stock issuable upon the conversion of outstanding shares of
our Series D preferred stock without payment of additional
consideration.
Unless
otherwise stated, outstanding share information throughout this
prospectus supplement excludes the above.
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RISK FACTORS
Before you make a decision to invest in our securities, you should
consider carefully the risks described below, together with other
information in this prospectus supplement, the accompanying
prospectus and the information incorporated by reference herein and
therein. If any of the following events actually occur, our
business, operating results, prospects or financial condition could
be materially and adversely affected. This could cause the trading
price of our common stock to decline and you may lose all or part
of your investment. The risks described below are not the only ones
that we face. Additional risks not presently known to us or that we
currently deem immaterial may also significantly impair our
business operations and could result in a complete loss of your
investment.
You should also carefully
consider the risk factors set forth under “Risk
Factors” described in our most recent annual report
on Form 10-K, filed on April 1, 2020, together with all other
information contained or incorporated by reference in this
prospectus supplement and in any related free writing prospectus in
connection with a specific offering, before making an investment
decision.
Risks Related to This Offering
Management will have broad discretion as to the use of the proceeds
from this offering, and we may not use the proceeds
effectively.
We
intend to use the net proceeds from this offering for general
corporate purposes and working capital, including to improve
infrastructure at our Mexico and Montana antimony installations, to
fund a geochemical, geological and geophysical program at our Los
Juarez property, to fund corporate governance expenses, and to
retire certain indebtedness. However, our management will have
significant flexibility in applying the net proceeds of this
offering. You will be relying on the judgment of our management
with regard to the use of these net proceeds, and subject to any
agreed upon contractual restrictions under the terms of the
subscription agreements, you will not have the opportunity, as part
of your investment decision, to assess whether the proceeds are
being used appropriately. It is possible that the net proceeds will
be invested in a way that does not yield a favorable, or any,
return for us. The failure of our management to use such funds
effectively could have a material adverse effect on our business,
financial condition, operating results and cash flow.
You will experience immediate dilution in the book value per share
of the common stock you purchase.
Because
the price per share of our common stock being offered is higher
than the book value per share of our common stock, you will suffer
substantial dilution in the net tangible book value of the common
stock you purchase in this offering. Based on the offering price of
$1.30 per share, if you purchase the shares offered in this
offering, you will suffer immediate and substantial dilution per
share in the net tangible book value of the common stock. See
“Dilution” beginning on page S-5 of this prospectus
supplement.
Future sales or other dilution of our equity could depress the
market price of our common stock.
Sales
of our common stock, preferred shares, warrants, debt securities or
any combination of the foregoing in the public market, or the
perception that such sales could occur, could negatively impact the
price of our common stock. We have a number of institutional and
individual shareholders that own significant blocks of our common
stock. If one or more of these shareholders were to sell large
portions of their holdings in a relatively short time, for
liquidity or other reasons, the prevailing market price of our
common stock could be negatively affected.
We may
need to seek additional capital. If this additional financing is
obtained through the issuance of equity securities, debt
convertible into equity or options or warrants to acquire equity
securities, our existing shareholders could experience significant
dilution upon the issuance, conversion or exercise of such
securities.
USE OF PROCEEDS
We
estimate that the net proceeds we will receive from this offering
will be approximately $13.3 million, after deducting the placement
agent’s cash commissions and estimated offering expenses of
approximately $80,000.
We
intend to use the net proceeds from this offering for general
corporate purposes and working capital, including to improve
infrastructure at our Mexico and Montana antimony installations, to
fund a geochemical, geological and geophysical program at our Los
Juarez property, to fund corporate governance expenses, and to
retire certain indebtedness.
We have
not specifically identified the precise amounts we will spend on
each of these areas or the timing of these expenditures. The
amounts actually expended for each purpose may vary significantly
depending upon numerous factors, including assessments of potential
market opportunities and competitive developments. In addition,
expenditures may also depend on the establishment of new
collaborative arrangements with other companies, the availability
of other financing, and other factors. Subject to any agreed upon
contractual restrictions under the terms of the purchase agreement
for this offering, our management will have some discretion in the
application of the net proceeds from this offering. Our
shareholders may not agree with the manner in which our management
chooses to allocate and spend the net proceeds. Moreover, our
management may use the net proceeds for purposes that may not
result in our being profitable or increase our market
value.
DILUTION
Your
ownership interest, as a result of the issuance of the shares of
common stock in this offering, will be diluted immediately to the
extent of the difference between the offering price per share of
common stock and the as adjusted net tangible book value per share
of our common stock after this offering.
Our
historical net tangible book value (deficit) as of September 30,
2020 was $19,906,789, or $0.21 per share of our common stock, after
taking into account the proceeds received and shares issued
pursuant to the offering by us of $10,710,000 of our securities
that closed on February 3, 2021. Historical net tangible book value
per share represents the amount of our total tangible assets, less
total liabilities, divided by the number of our outstanding shares
of common stock.
After
giving effect to the sale by us in this offering of 10,990,000
shares of common stock at a price per share of $1.30, after
deducting estimated placement agent fees and estimated offering
expenses payable by us, our pro forma as adjusted net tangible book
value as of September 30, 2020 would have been approximately $32.9
million, or approximately $0.32 per share of common stock. This
represents an immediate increase in pro forma net tangible book
value of approximately $0.11 per share of common stock to our
existing common stockholders and an immediate dilution in pro forma
as adjusted net tangible book value of approximately $0.98 per
share of common stock to purchasers of common stock in this
offering, as illustrated by the following table:
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Public
offering price per share
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$1.30
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Historical
net tangible book value per share as of September 30, 2020
(1)
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$0.21
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Increase
in pro forma as adjusted net tangible book value per share
attributed to the investors purchasing shares issued in this
offering
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0.11
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Pro
forma, as adjusted, net tangible book value per share after giving
effect to this offering
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0.32
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Dilution
to pro forma, as adjusted, net tangible book value per share to new
investors purchasing shares of common stock in this
offering
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$0.98
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(1)
The figure given
for the net tangible book value per common share as of September
30, 2020 in the table above takes into account the proceeds
received and shares issued pursuant to the offering by us of
$10,710,000 of our securities that closed on February 3,
2021.
The
total number of shares of our common stock reflected in the
discussion and tables above is based on 75,949,757 shares of our
common stock outstanding as of September 30, 2020, but
excludes:
●
9,256,500 shares of
common stock issuable upon the exercise of warrants to purchase
shares of common stock at an exercise price of $0.85 per share that
we issued to investors and to the placement agent in the offering
of our securities that closed on February 3, 2021;
●
6,194,899 shares of
common stock issuable upon the exercise of warrants to purchase
shares of common stock at a weighted average exercise price of
$0.47 per share (other than the warrants described above);
and
●
1,751,005 shares of
common stock issuable upon the conversion of outstanding shares of
our Series D preferred stock without payment of additional
consideration.
DESCRIPTION OF THE SECURITIES WE ARE OFFERING
We are
offering pursuant to this prospectus supplement 10,990,000 shares
of our common stock at a price of $1.30 per share. A description of
the common stock that we are offering pursuant to this prospectus
supplement is set forth under the heading “Description of
Common Stock,” starting on page 4 of the accompanying prospectus.
As of February 9, 2021, we had 91,810,100 outstanding shares of
common stock.
PLAN OF DISTRIBUTION
Pursuant to a
placement agency agreement, dated February 10, 2021, we have
engaged Roth Capital Partners, LLC as sole placement agent in
connection with this offering. The placement agent may engage one
or more sub-placement agents or selected dealers to assist in the
placement of the securities offered pursuant to this prospectus
supplement and the accompanying prospectus. The placement agent is
not purchasing or selling any securities offered by this prospectus
supplement and the accompanying prospectus, nor is it required to
arrange the purchase or sale of any specific number or dollar
amount of securities, but the placement agent has agreed to use its
reasonable best efforts to arrange for the sale of all of the
securities offered hereby. We may not sell the entire amount of
securities offered pursuant to this prospectus supplement and the
accompanying prospectus.
The
placement agent proposes to arrange for the sale to one or more
purchasers of the securities offered pursuant to this prospectus
supplement and the accompanying prospectus through securities
purchase agreements directly between the purchasers and us. The
public offering price of the securities offered hereby has been
determined based upon arm's-length negotiations between the
purchasers and us.
Commissions
and Expenses
We have
agreed to pay the placement agent an aggregate cash placement fee
equal to 6.0% of the gross proceeds in this offering.
The
following table shows the per share and total cash placement
agent’s fees we will pay to the placement agent in connection
with the sale of the securities offered pursuant to this prospectus
supplement and the accompanying prospectus assuming the purchase of
all of the shares of common stock offered hereby:
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Per
share
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$0.078
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Total
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$857,220
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Because
there is no minimum offering amount required as a condition to
closing in this offering, the actual total placement agent fees, if
any, are not presently determinable and may be substantially less
than the maximum amount set forth above.
We also
agreed to reimburse our placement agent’s expenses (with
supporting invoices/receipts) up to $50,000, payable upon the
closing of the offering.
Our
obligation to issue and sell our securities to the purchasers is
subject to the conditions set forth in the securities purchase
agreement, which may be waived by us at our discretion. A
purchaser's obligation to purchase securities is subject to the
conditions set forth in the securities purchase agreement as well,
which may also be waived.
We
currently anticipate that the sale of the securities offered by
this prospectus supplement and the accompanying prospectus will be
completed on or about February 16, 2021, subject to customary
closing conditions. We estimate the total offering expenses of this
offering that will be payable by us, excluding the placement
agent's fees, will be approximately $80,000, which includes legal
and printing costs and various other fees. At the closing, The
Depository Trust Company will credit the shares of common stock to
the respective accounts of the purchasers.
Indemnification
We have
agreed to indemnify the placement agent against liabilities under
the Securities Act of 1933, as amended (the "Securities Act"). We
have also agreed to contribute to payments the placement agent may
be required to make in respect of such liabilities.
Electronic
Distribution
This
prospectus supplement and the accompanying prospectus may be made
available in electronic format on websites or through other online
services maintained by the placement agent, or by its affiliates.
Other than this prospectus supplement and the accompanying
prospectus in electronic format, the information on the placement
agent's website and any information contained in any other websites
maintained by the placement agent is not part of this prospectus
supplement or the accompanying prospectus or the registration
statement of which this prospectus supplement and the accompanying
prospectus forms a part, has not been approved and/or endorsed
by us or the placement agent, and should not be relied upon by
investors.
Regulation M
Restrictions
The
placement agent may be deemed to be an underwriter within the
meaning of Section 2(a)(11) of the Securities Act, and any
commissions received by it and any profit realized on the resale of
the securities sold by it while acting as a principal might be
deemed to be underwriting discounts or commissions under the
Securities Act. As an underwriter, the placement agent would be
required to comply with the requirements of the Securities Act and
the Securities Exchange Act of 1934, as amended, including, without
limitation, Rule 415(a)(4) under the Securities Act and
Rule 10b-5 and Regulation M under the Exchange Act. These
rules and regulations may limit the timing of purchases and sales
of the securities offered hereby by the placement agent acting as
principals. Under these rules and regulations, the placement
agent:
●
must not engage in
any stabilization activity in connection with our securities;
and
●
must not bid for or
purchase any of our securities or attempt to induce any person to
purchase any of our securities, other than as permitted under the
Exchange Act, until they have completed their participation in the
distribution.
Passive
Market Making
In
connection with this offering, the placement agent and any selling
group members may engage in passive market making transactions in
our common stock on OTCQB in accordance with Rule 103 of
Regulation M under the Securities Exchange Act of 1934, as
amended, during a period before the commencement of offers or sales
of the securities and extending through the completion of the
distribution. A passive market maker must display its bid at a
price not in excess of the highest independent bid of that
security. However, if all independent bids are lowered below the
passive market maker's bid that bid must then be lowered when
specified purchase limits are exceeded.
Other
From
time to time, the placement agent and its affiliates have provided,
and may in the future provide, various investment banking,
financial advisory and other services to us and our affiliates for
which services they have received, and may in the future receive,
customary fees. In the course of their businesses, the placement
agent and itsaffiliates may actively trade our securities or loans
for their own account or for the accounts of customers, and,
accordingly, the placement agent and its affiliates may at any time
hold long or short positions in such securities or loans. During
the 180-day period preceding the date of this prospectus
supplement, the placement agent acted as placement agent pursuant
to the offering by us of our securities on February 3, 2021, for
which is received compensation. We do not expect to retain the
placement agent to perform any investment banking or other
financial services for at least 90 days after the date of this
prospectus supplement.
LEGAL MATTERS
Selected legal
matters with respect to the validity of the securities offered by
this prospectus supplement will be passed upon for us by Stoel
Rives LLP, Boise, Idaho. Certain legal matters governed by the laws
of the State of New York will be passed upon for us by Pryor
Cashman LLP, New York, New York. Certain legal matters will be
passed upon for the Placement Agent by Ellenoff Grossman &
Schole LLP, New York, New York.
EXPERTS
The
consolidated financial statements as of December 31, 2019 and 2018,
and for each of the two years in the period ended December 31,
2019, incorporated by reference herein have been so incorporated in
reliance on the report of DeCoria, Maichel & Teague, P.S, an
independent registered public accounting firm, incorporated by
reference, given on the authority of said firm as experts in
auditing and accounting. The audit report covering the December 31,
2019 consolidated financial statements contains an emphasis of
matter paragraph regarding our ability to continue as a going
concern.
WHERE YOU CAN FIND MORE INFORMATION
We have
filed with the SEC a registration statement on Form S-3 under the
Securities Act with respect to the securities we are offering under
this prospectus supplement. This prospectus supplement and the
accompanying prospectus do not contain all of the information set
forth in the registration statement and the exhibits to the
registration statement.
For
further information with respect to us and the securities we are
offering under this prospectus supplement, we refer you to the
registration statement and the exhibits and schedules filed as a
part of the registration statement. Statements contained in this
prospectus supplement as to the contents of any contract or any
other document referred to are not necessarily complete, and in
each instance, we refer you to the copy of the contract or other
document filed as an exhibit to the registration statement. Each of
these statements is qualified in all respects by this reference. We
file annual, quarterly and current reports, proxy statements and
other information with the SEC. Our SEC filings are available to
the public over the Internet at the SEC's website at
http:/www.sec.gov. You may also read and copy any document we file
at the SEC's public reference room, 100 F Street, N.E., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference room. Because
our common stock is listed on the NYSE American, you may also
inspect reports, proxy statements and other information at the
offices of the NYSE American. Information found on our website is
not part of this prospectus supplement or any other report we file
with or furnish to the Securities and Exchange
Commission.
INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES
Insofar
as indemnification for liabilities arising under
the Securities Act may be permitted to our directors,
officers and controlling persons pursuant to the foregoing
provisions, or otherwise, we have been informed that in the opinion
of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC
allows us to “incorporate by reference” the information
we file with them into this prospectus supplement. This means that
we can disclose important information about us and our financial
condition to you by referring you to another document filed
separately with the SEC instead of having to repeat the information
in this prospectus supplement. The information incorporated by
reference is considered to be part of this prospectus supplement
and later information that we file with the SEC will automatically
update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until
this offering is completed:
●
our
Annual Report on Form 10-K, as amended, for the fiscal year ended
December 31, 2019, filed with the SEC on April 1,
2020;
●
our
Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2020, filed with the SEC on May 15, 2020;
●
our
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
2020, filed with the SEC on August 19, 2020;
●
our
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2020, filed with the SEC on November 16,
2020;
●
our
Current Reports on Form 8-K, filed with the SEC on June 19, 2020,
July 27, 2020, January 6, 2021, January 15, 2021, February 2, 2021
and February 12, 2021, respectively; and
●
the description of our common stock contained in the registration
statement on Form 8-A, filed on
May 16, 2012, File No. 001-08675, and any other amendment or report
filed for the purpose of updating such
description.
Additionally, all
reports and other documents subsequently filed by us pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act after the
date of this prospectus supplement and prior to the termination or
completion of this offering, shall be deemed to be incorporated by
reference in this prospectus supplement and to be part hereof from
the date of filing of such reports and other documents. Any
information that we subsequently file with the SEC that is
incorporated by reference as described above will automatically
update and supersede any previous information that is part of this
prospectus supplement.
You may
request a copy of the filings incorporated herein by reference,
including exhibits to such documents that are specifically
incorporated by reference, at no cost, by writing or calling us at
the following address or telephone number:
United States Antimony Corporation
49 Steamboat Way
Thompson Falls, Montana 59873
Attn: Corporate Secretary
406-827-3523
Statements
contained in this prospectus supplement as to the contents of any
contract or other documents are not necessarily complete, and in
each instance you are referred to the copy of the contract or other
document filed as an exhibit to the registration statement or
incorporated by reference herein, each such statement being
qualified in all respects by such reference and the exhibits and
schedules thereto.
PROSPECTUS
UNITED STATES ANTIMONY CORPORATION
$25,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Rights
Units
We may
offer from time to time shares of our common stock, preferred
stock, senior debt securities (which may be convertible into or
exchangeable for common stock), subordinated debt securities (which
may be convertible into or exchangeable for common stock),
warrants, rights and units that include any of these securities.
The aggregate initial offering price of the securities sold under
this prospectus will not exceed $25,000,000. We will offer the
securities in amounts, at prices and on terms to be determined at
the time of the offering.
Each
time we sell securities hereunder, we will attach a supplement to
this prospectus that contains specific information about the terms
of the offering, including the price at which we are offering the
securities to the public. The prospectus supplement may also add,
update or change information contained or incorporated in this
prospectus. We may also authorize one or more free writing
prospectuses to be provided to you in connection with these
offerings. You should read this prospectus, the information
incorporated by reference in this prospectus, the applicable
prospectus supplement and any applicable free writing prospectus
carefully before you invest in our securities.
The
securities hereunder may be offered directly by us, through agents
designated from time to time by us or to or through underwriters or
dealers. If any agents, dealers or underwriters are involved in the
sale of any securities, their names, and any applicable purchase
price, fee, commission or discount arrangement between or among
them will be set forth, or will be calculable from the information
set forth, in the applicable prospectus supplement. See the section
entitled “About This Prospectus” for more
information.
Our
common stock is listed on the NYSE American under the symbol
“UAMY”. The last reported sales price of our common
stock on the NYSE American on January 15, 2021 was $0.71 per
share.
Investing
in our securities involves certain risks. See “Risk
Factors” beginning on page 2 of this prospectus and in the
applicable prospectus supplement, as updated in our future filings
made with the Securities and Exchange Commission that are
incorporated by reference into this prospectus. You should
carefully read and consider these risk factors before you invest in
our securities.
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
The date of this prospectus is January 27, 2021
TABLE OF CONTENTS
|
ABOUT
THIS PROSPECTUS
|
ii
|
|
FORWARD-LOOKING
STATEMENTS
|
iii
|
|
ABOUT
THE COMPANY
|
1
|
|
RISK
FACTORS
|
2
|
|
RATIO
OF EARNINGS TO FIXED CHARGES
|
3
|
|
USE OF
PROCEEDS
|
3
|
|
DESCRIPTION
OF CAPITAL STOCK
|
4
|
|
DESCRIPTION
OF COMMON STOCK
|
4
|
|
DESCRIPTION
OF PREFERRED STOCK
|
5
|
|
DESCRIPTION
OF DEBT SECURITIES
|
7
|
|
DESCRIPTION
OF WARRANTS
|
9
|
|
DESCRIPTION
OF RIGHTS
|
11
|
|
DESCRIPTION
OF UNITS
|
12
|
|
PLAN
OF DISTRIBUTION
|
13
|
|
LEGAL
MATTERS
|
14
|
|
EXPERTS
|
14
|
|
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
|
14
|
|
WHERE
YOU CAN FIND MORE INFORMATION
|
15
|
The
distribution of this prospectus may be restricted by law in certain
jurisdictions. You should inform yourself about and observe any of
these restrictions. If you are in a jurisdiction where offers to
sell, or solicitations of offers to purchase, the securities
offered by this document are unlawful, or if you are a person to
whom it is unlawful to direct these types of activities, then the
offer presented in this prospectus does not extend to
you.
We have
not authorized anyone to give any information or make any
representation about us that is different from, or in addition to,
that contained in this prospectus, including in any of the
materials that we have incorporated by reference into this
prospectus, any accompanying prospectus supplement, and any free
writing prospectus prepared or authorized by us. Therefore, if
anyone does give you information of this sort, you should not rely
on it as authorized by us. You should rely only on the information
contained or incorporated by reference in this prospectus and any
accompanying prospectus supplement.
You
should not assume that the information contained in this prospectus
and any accompanying supplement to this prospectus is accurate on
any date subsequent to the date set forth on the front of the
document or that any information we have incorporated by reference
is correct on any date subsequent to the date of the document
incorporated by reference, even though this prospectus and any
accompanying supplement to this prospectus is delivered or
securities are sold on a later date. Neither the delivery of this
prospectus, nor any sale made hereunder, shall under any
circumstances create any implication that there has been no change
in our affairs since the date hereof or that the information
incorporated by reference herein is correct as of any time
subsequent to the date of such information.
ABOUT THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commission, or the SEC,
using a “shelf” registration process. Under this shelf
registration process, we may, from time to time, offer and sell any
combination of the securities described in this prospectus in one
or more offerings. The aggregate initial offering price of all
securities sold under this prospectus will not exceed
$25,000,000.
This
prospectus provides certain general information about the
securities that we may offer hereunder. Each time we sell
securities, we will provide a prospectus supplement that will
contain specific information about the terms of the offering and
the offered securities. We may also authorize one or more free
writing prospectuses to be provided to you that may contain
material information relating to these offerings. In each
prospectus supplement, we will include the following
information:
●
the
number and type of securities that we propose to sell;
●
the
public offering price;
●
the
names of any underwriters, agents or dealers through or to which
the securities will be sold;
●
any
compensation of those underwriters, agents or dealers;
●
any
additional risk factors applicable to the securities or our
business and operations; and
●
any
other material information about the offering and sale of the
securities.
In
addition, the prospectus supplement or free writing prospectus may
also add, update or change the information contained in this
prospectus or in documents incorporated by reference in this
prospectus. The prospectus supplement or free writing prospectus
will supersede this prospectus to the extent it contains
information that is different from, or that conflicts with, the
information contained in this prospectus or incorporated by
reference in this prospectus. You should read and consider all
information contained in this prospectus, any accompanying
prospectus supplement and any free writing prospectus that we have
authorized for use in connection with a specific offering, in
making your investment decision. You should also read and consider
the information contained in the documents identified under the
heading “Incorporation of Certain Documents by
Reference” and “Where You Can Find More
Information” in this prospectus.
We
further note that the representations, warranties and covenants
made by us in any agreement that is filed as an exhibit to any
document that is incorporated by reference in this prospectus were
made solely for the benefit of the parties to such agreement,
including, in some cases, for the purpose of allocating risk among
the parties to such agreements, and should not be deemed to be a
representation, warranty or covenant to you. Moreover, such
representations, warranties or covenants were accurate only as of
the date when made. Accordingly, such representations, warranties
and covenants should not be relied on as accurately representing
the current state of our affairs.
Unless
the context otherwise required, “United States Antimony
Corporation,” “UAMY,” “USAC,”
“the Company,” “we,” “us,”
“our” and similar terms refer to United States Antimony
Corporation and its subsidiaries.
FORWARD-LOOKING STATEMENTS
Some of
the statements contained or incorporated by reference in this
prospectus may be “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and may involve material risks, assumptions and
uncertainties. Forward-looking statements typically are identified
by the use of terms such as “may,” “will,”
“should,” “believe,” “might,”
“expect,” “anticipate,”
“intend,” “plan,” “estimate”
and similar words, although some forward-looking statements are
expressed differently.
Although we believe
that the expectations reflected in such forward-looking statements
are reasonable, these statements are not guarantees of future
performance and involve certain risks and uncertainties that are
difficult to predict and which may cause actual outcomes and
results to differ materially from what is expressed or forecasted
in such forward-looking statements. These forward-looking
statements speak only as of the date on which they are made and
except as required by law, we undertake no obligation to publicly
release the results of any revision or update of these
forward-looking statements, whether as a result of new information,
future events or otherwise. If we do update or correct one or more
forward-looking statements, you should not conclude that we will
make additional updates or corrections with respect thereto or with
respect to other forward-looking statements. A detailed discussion
of risks and uncertainties that could cause actual results and
events to differ materially from our forward-looking statements is
included in our periodic reports filed with the SEC and in the
“Risk Factors” section of this prospectus.
ABOUT THE COMPANY
This summary highlights information contained elsewhere in this
prospectus. This summary does not contain all of the information
that you should consider before deciding to invest in our company.
You should read this entire prospectus carefully, including
the information in our filings with the Securities and Exchange
Commission, or SEC, incorporated by reference in this
prospectus.
Overview
United
States Antimony Corporation, or USAC, was incorporated in Montana
in January 1970 to mine and produce antimony products. In December
1983, we suspended antimony mining operations but continued to
produce antimony products from domestic and foreign sources. In
April 1998, we formed United States Antimony SA de CV or USAMSA, to
mine and smelt antimony in Mexico. Bear River Zeolite Company, or
BRZ, was incorporated in 2000, and it is mining and producing
zeolite in southeastern Idaho. On August 19, 2005, USAC formed
Antimonio de Mexico, S. A. de C. V. to explore and develop antimony
and silver deposits in Mexico. Our principal business is the
production and sale of antimony, silver, gold and zeolite products.
On May 16, 2012, we started trading on the NYSE MKT (now NYSE
AMERICAN) under the symbol UAMY.
Corporate Information
Our corporate offices are located at 47 Cox Gulch,
P.O. Box 643, Thompson Falls, Montana 59873. Our telephone number
is (406) 827-3523. Our Internet address is www.usantimony.com.
On this web site, we post the following filings as soon as
reasonably practicable after they are electronically filed with or
furnished to the U.S. Securities and Exchange Commission
(“SEC”): our Annual Reports on Form 10-K; our
Quarterly Reports on Form 10-Q; our Current Reports on Form 8-K;
our proxy statements related to our annual stockholders’
meetings; and any amendments to those reports or statements. All
such filings are available on our web site free of charge. We do
not incorporate the information on or accessible through our
website into this prospectus, and you should not consider any
information on, or that can be accessed through, our website as a
part of this prospectus. Our company is a “smaller reporting
company” as defined in Rule 12b-2 of the Exchange Act, and we
have elected to take advantage of certain of the scaled disclosure
available to smaller reporting companies under the Exchange
Act.
RISK FACTORS
An
investment in our securities involves a high degree of risk. Before
making any investment decision, you should carefully consider the
risk factors set forth below, the information under the caption
“Risk Factors” in any applicable prospectus supplement,
any related free writing prospectus that we may authorize to be
provided to you and the information under the caption “Risk
Factors” in our annual report on Form 10-K and quarterly
reports on Form 10-Q that are incorporated by reference in this
prospectus, as updated by our subsequent filings under the Exchange
Act.
These
risks could materially affect our business, results of operation or
financial condition and affect the value of our securities.
Additional risks and uncertainties that are not yet identified may
also materially harm our business, operating results and financial
condition and could result in a complete loss of your investment.
You could lose all or part of your investment. For more
information, see “Where You Can Find More
Information.”
Risks Related to Our Securities and the Offering
Future sales or other dilution of our equity could depress the
market price of our common stock.
Sales
of our common stock, preferred stock, warrants, rights or
convertible debt securities, or any combination of the foregoing,
in the public market, or the perception that such sales could
occur, could negatively impact the price of our common
stock.
In
addition, the issuance of additional shares of our common stock,
securities convertible into or exercisable for our common stock,
other equity-linked securities, including preferred stock, warrants
or rights or any combination of these securities pursuant to this
prospectus will dilute the ownership interest of our common
shareholders and could depress the market price of our common stock
and impair our ability to raise capital through the sale of
additional equity securities.
We may
need to seek additional capital. If this additional financing is
obtained through the issuance of equity securities, debt securities
convertible into equity securities or options, warrants or rights
to acquire equity securities, our existing shareholders could
experience significant dilution upon the issuance, conversion or
exercise of such securities.
Our management will have broad discretion over the use of the
proceeds we receive from the sale our securities pursuant to this
prospectus and might not apply the proceeds in ways that increase
the value of your investment.
Our
management will have broad discretion to use the net proceeds from
any offerings under this prospectus, and you will be relying on the
judgment of our management regarding the application of these
proceeds. Except as described in any prospectus supplement or in
any related free writing prospectus that we may authorize to be
provided to you, the net proceeds received by us from our sale of
the securities described in this prospectus will be added to our
general funds and will be used for general corporate purposes. Our
management might not apply the net proceeds from offerings of our
securities in ways that increase the value of your investment and
might not be able to yield a significant return, if any, on any
investment of such net proceeds. You may not have the opportunity
to influence our decisions on how to use such
proceeds.
RATIO OF EARNINGS TO FIXED CHARGES
If we offer
debt securities and/or preference equity securities under this
prospectus, we will, if required at that time, provide
a ratio of earnings to fixed charges and/or
ratio of earnings to combined fixed charges and preference
dividends to earnings, respectively, in the applicable prospectus
supplement for such offering.
USE OF PROCEEDS
Except
as may be stated in the applicable prospectus supplement and any
related free writing prospectus that we may authorize to be
provided to you, we intend to use the net proceeds we receive from
the sale of the securities offered by this prospectus for general
corporate purposes, which may include, among other things,
repayment of debt, repurchases of common stock, capital
expenditures, the financing of possible acquisitions or business
expansions, increasing our working capital and the financing of
ongoing operating expenses and overhead.
DESCRIPTION OF CAPITAL STOCK
The
following is a summary of the material terms of our capital stock
and certain provisions of our articles of incorporation and bylaws
as amended and restated to date. This summary does not purport to
be complete and is qualified in its entirety by the provisions of
our articles of incorporation and our bylaws, each as amended and
restated to date, and the applicable provisions of the Montana
Business Corporation Act, or the Montana Act. See “Where You
Can Find More Information” elsewhere in this prospectus for
information on where you can obtain copies of our articles of
incorporation and our bylaws, which have been filed with, and are
publicly available from, the SEC.
Our
articles of incorporation, as amended and restated to date,
authorize us to issue up to 150,000,000 shares of common stock, par
value $0.01 per share. As of December 31, 2020, we had 75,795,814
shares of common stock outstanding, 750,000 shares of Series B
preferred stock outstanding (non-convertible), 177,904 shares of
Series C preferred stock outstanding (non-convertible), 1,751,005
shares of Series D preferred stock outstanding (convertible to
common stock on a 1:1 basis), and outstanding warrants to purchase
up to 6,194,899 shares of common stock.
DESCRIPTION OF COMMON STOCK
We are
authorized to issue up to 150,000,000 shares of common stock. As of
December 31, 2020, we had 75,795,814 shares of common stock
outstanding. Our common stock is listed for trading on NYSE
American under the symbol “UAMY.” The
transfer agent and registrar for our common stock is Direct
Transfer, LLC, Issuer Direct Corporation, One Glenwood Avenue,
Suite 1001, Raleigh, North Carolina 27603.
Shares
of our common stock have the following rights, preferences and
privileges:
Voting
Each
holder of common stock is entitled to one vote for each share of
common stock held on all matters submitted to a vote of
stockholders. Any action at a meeting at which a quorum is present
will be decided by a majority of the voting power present in person
or represented by proxy, except in the case of any election of
directors, which will be decided by a plurality of votes cast.
Cumulative voting is allowed.
Dividends
Holders
of our common stock are entitled to receive dividends when, as and
if declared by our board of directors out of funds legally
available for payment, subject to the rights of holders, if any, of
any class of stock having preference over the common stock. Any
decision to pay dividends on our common stock will be at the
discretion of our board of directors. Our board of directors may or
may not determine to declare dividends in the future. The
board’s determination to issue dividends will depend upon our
profitability and financial condition, any contractual
restrictions, restrictions imposed by applicable law and the SEC,
and other factors that our board of directors deems
relevant.
Liquidation Rights
In the
event of a voluntary or involuntary liquidation, dissolution or
winding up of the company, the holders of our common stock will be
entitled to share ratably on the basis of the number of shares held
in any of the assets available for distribution after we have paid
in full, or provided for payment of, all of our debts and after the
holders of all outstanding series of any class of stock that have
preference over the common stock, if any, have received their
liquidation preferences in full.
Other
Our
issued and outstanding shares of common stock are fully paid and
non-assessable, and the shares of our common stock that may be
offered, from time to time, under this prospectus will be fully
paid and non-assessable. Holders of shares of our common stock are
not entitled to preemptive rights. Shares of our common stock are
not convertible into shares of any other class of capital stock,
nor are they subject to any redemption or sinking fund
provisions.
DESCRIPTION OF PREFERRED STOCK
Our
board of directors has the authority to issue up to 10,000,000
shares of preferred stock in one or more series and to determine
the rights and preferences of the shares of any such series without
stockholder approval. Our board of directors may issue preferred
stock in one or more series and has the authority to fix the
designation and powers, rights and preferences and the
qualifications, limitations or restrictions with respect to each
class or series of such class without further vote or action by the
stockholders, unless action is required by applicable law or the
rules of any stock exchange on which our securities may be listed.
The ability of our board of directors to issue preferred stock
without stockholder approval could have the effect of delaying,
deferring or preventing a change of control of us or the removal of
existing management. Further, our board of directors may authorize
the issuance of preferred stock with voting or conversion rights
that could adversely affect the voting power or other rights of the
holders of our common stock. Additionally, the issuance of
preferred stock may have the effect of decreasing the market price
of our common stock.
As of
December 31, 2020, we had 750,000 shares of Series B preferred
stock outstanding (non-convertible), 177,904 shares of Series C
preferred stock outstanding (non-convertible), and 1,751,005 shares
of Series D preferred stock outstanding (convertible to common
stock on a 1:1 basis).
Shares
of our Series B, Series C and Series D preferred stock have the
following rights, preferences and privileges:
Voting
Our
Series B preferred stock is non-voting, except if and when
dividends payable on any of the Series B preferred stock is in
default. Holders of our Series C preferred stock have the right to
that number of votes equal to the number of shares of common stock
issuable upon conversion of such Series C shares, and holders of
our Series D preferred stock may vote equally with the shares of
our common stock and not as a separate class, and each holder of
shares of Series D preferred stock is entitled to such number of
votes as shall be equal to the whole number of shares of common
stock into which such holder’s aggregate number of shares of
Series D preferred stock are convertible immediately after the
close of business on the record date fixed for such meeting or the
effective date of such written consent.
Dividends and Liquidation Rights
Holders of our Series B preferred stock are
entitled to receive out of the net profits of our company, when and
if declared by our Board of Directors, cumulative dividends at the
annual rate of one cent ($0.01) per share, payable on the
31st
day of December. In the event of the
liquidation of our company, holders of our Series B preferred stock
shall be entitled to receive, subject to the preference of the
holders of our Series A preferred stock, $1.00 per share plus all
accumulated dividends before any amounts shall be distributed among
the holders of our common stock.
Holders
of our C preferred stock have no dividend rights. In the event of
any liquidation or winding up of our company, the holders of Series
C shares shall be entitled to receive in preference to the holders
of common stock an amount per share equal to $0.55, subject to the
preferences of the holders of our outstanding Series B preferred
stock.
Holders
of our Series D preferred stock have no dividend rights. In the
event of (i) any merger, sale, liquidation, or winding up of our
company, or (ii) any sale of all or substantially all of our assets
(including subsidiaries, joint ventures, or partnerships), or (iii)
any other corporate change as defined in our articles of
incorporation, the holders of Series D preferred stock are entitled
to be paid out of the assets of our company in preferences to the
holders of common stock but after payment and satisfaction of the
liquidation preferences of the holders of our outstanding Series B
and Series C preferred stock, an amount per share equal to the
greater of $2.50 or the equivalent market value of the number of
shares of common stock into which each share of Series D preferred
is convertible. Additional rights for holders of Series D preferred
stock are outlined in tour articles of incorporation.
We will
file as an exhibit to the registration statement of which this
prospectus is a part, or will incorporate by reference from reports
that we file with the SEC, the form of any certificate of
designation (or amendment of our articles of incorporation) that
describes the terms of the series of preferred stock we are
offering before the issuance of that series of preferred stock.
This description will include, but not be limited to, the
following:
●
the
title and stated value;
●
the
number of shares we are offering;
●
the
liquidation preference per share;
●
the
dividend rate, period and payment date and method of calculation
for dividends;
●
whether
dividends will be cumulative or non-cumulative and, if cumulative,
the date from which dividends will accumulate;
●
the
provisions for a sinking fund, if any;
●
the
provisions for redemption or repurchase, if applicable, and any
restrictions on our ability to exercise those redemption and
repurchase rights;
●
whether
the preferred stock will be convertible into our common stock, and,
if applicable, the conversion price, or how it will be calculated,
and the conversion period;
●
whether
the preferred stock will be exchangeable into debt securities, and,
if applicable, the exchange price, or how it will be calculated,
and the exchange period;
●
voting
rights, if any, of the preferred stock;
●
preemptive
rights, if any;
●
restrictions
on transfer, sale or other assignment, if any;
●
a
discussion of any material United States federal income tax
considerations applicable to the preferred stock;
●
the
relative ranking and preferences of the preferred stock as to
dividend rights and rights if we liquidate, dissolve or wind up our
affairs;
●
any
limitations on the issuance of any class or series of preferred
stock ranking senior to or on a parity with the series of preferred
stock as to dividend rights and rights if we liquidate, dissolve or
wind up our affairs; and
●
any
other specific terms, preferences, rights or limitations of, or
restrictions on, the preferred stock.
DESCRIPTION OF DEBT SECURITIES
We may
issue debt securities, in one or more series, as either senior or
subordinated debt or as senior or subordinated convertible debt.
When we offer to sell debt securities, we will describe the
specific terms of any debt securities offered from time to time in
a supplement to this prospectus, which may supplement or change the
terms outlined below. Senior debt securities will be issued under
one or more senior indentures, dated as of a date prior to such
issuance, between us and a trustee to be named in a prospectus
supplement, as amended or supplemented from time to time. Any
subordinated debt securities will be issued under one or more
subordinated indentures, dated as of a date prior to such issuance,
between us and a trustee to be named in a prospectus supplement, as
amended or supplemented from time to time. The indentures will be
subject to and governed by the Trust Indenture Act of 1939, as
amended.
Before
we issue any debt securities, the form of indentures will be filed
with the SEC and incorporated by reference as an exhibit to the
registration statement of which this prospectus is a part or as an
exhibit to a current report on Form 8-K. For the complete terms of
the debt securities, you should refer to the applicable prospectus
supplement and the form of indentures for those particular debt
securities. We encourage you to read the applicable prospectus
supplement and the form of indenture for those particular debt
securities before you purchase any of our debt
securities.
We will
describe in the applicable prospectus supplement the terms of the
series of debt securities being offered, including:
●
whether
or not such debt securities are guaranteed;
●
the
principal amount being offered, and if a series, the total amount
authorized and the total amount outstanding;
●
any
limit on the amount that may be issued;
●
whether
or not we will issue the series of debt securities in global form,
the terms and who the depositary will be;
●
the
annual interest rate, which may be fixed or variable, or the method
for determining the rate and the date interest will begin to
accrue, the dates interest will be payable and the regular record
dates for interest payment dates or the method for determining such
dates;
●
whether
or not the debt securities will be secured or unsecured, and the
terms of any secured debt;
●
the
terms of the subordination of any series of subordinated
debt;
●
the
place where payments will be payable;
●
restrictions
on transfer, sale or other assignment, if any;
●
our
right, if any, to defer payment of interest and the maximum length
of any such deferral period;
●
the
date, if any, after which, and the price at which, we may, at our
option, redeem the series of debt securities pursuant to any
optional or provisional redemption provisions and the terms of
those redemption provisions;
●
the
date, if any, on which, and the price at which we are obligated,
pursuant to any mandatory sinking fund or analogous fund provisions
or otherwise, to redeem, or at the holder’s option to
purchase, the series of debt securities and the currency or
currency unit in which the debt securities are
payable;
●
any
restrictions on our ability and/or the ability of our subsidiaries
to:
●
incur
additional indebtedness;
●
issue
additional securities;
●
pay
dividends and make distributions in respect of our capital stock
and the capital stock of our subsidiaries;
●
place
restrictions on our subsidiaries’ ability to pay dividends,
make distributions or transfer assets;
●
make
investments or other restricted payments;
●
sell or
otherwise dispose of assets;
●
enter
into sale-leaseback transactions;
●
engage
in transactions with stockholders and affiliates;
●
issue
or sell stock of our subsidiaries; or
●
effect
a consolidation or merger;
●
whether
the indenture will require us to maintain any interest coverage,
fixed charge, cash flow-based, asset-based or other financial
ratios;
●
a
discussion of any material United States federal income tax
considerations applicable to the debt securities;
●
information
describing any book-entry features;
●
provisions
for a sinking fund purchase or other analogous fund, if
any;
●
the
denominations in which we will issue the series of debt
securities;
●
the
currency of payment of debt securities if other than U.S. dollars
and the manner of determining the equivalent amount in U.S.
dollars; and
●
any
other specific terms, preferences, rights or limitations of, or
restrictions on, the debt securities, including any additional
events of default or covenants provided with respect to the debt
securities, and any terms that may be required by us or advisable
under applicable laws or regulations.
Conversion or Exchange Rights
We will
set forth in the prospectus supplement the terms on which a series
of debt securities may be convertible into or exchangeable for our
common stock or our other securities. We will include provisions as
to whether conversion or exchange is mandatory, at the option of
the holder or at our option. We may include provisions pursuant to
which the number of shares of our common stock or our other
securities that the holders of the series of debt securities
receive would be subject to adjustment.
DESCRIPTION OF WARRANTS
We may
issue warrants for the purchase of common stock, preferred stock
and/or debt securities in one or more series. We may issue warrants
independently or together with common stock, preferred stock and/or
debt securities, and the warrants may be attached to or separate
from these securities. While the terms summarized below will apply
generally to any warrants that we may offer, we will describe the
particular terms of any series of warrants in more detail in the
applicable prospectus supplement. The terms of any warrants offered
under a prospectus supplement may differ from the terms described
below.
We will
file as exhibits to the registration statement of which this
prospectus is a part, or will incorporate by reference from reports
that we file with the SEC, the form of warrant agreement, including
a form of warrant certificate, that describes the terms of the
particular series of warrants we are offering before the issuance
of the related series of warrants. The following summaries of
material provisions of the warrants and the warrant agreements are
subject to, and qualified in their entirety by reference to, all of
the provisions of the warrant agreement and warrant certificate
applicable to the particular series of warrants that we may offer
under this prospectus. We urge you to read the applicable
prospectus supplements related to the particular series of warrants
that we may offer under this prospectus, as well as any related
free writing prospectuses, and the complete warrant agreements and
warrant certificates that contain the terms of the
warrants.
General
We will
describe in the applicable prospectus supplement the terms of the
series of warrants being offered, including:
●
the
offering price and aggregate number of warrants
offered;
●
the
currency for which the warrants may be purchased;
●
if
applicable, the designation and terms of the securities with which
the warrants are issued and the number of warrants issued with each
such security or each principal amount of such
security;
●
if
applicable, the date on and after which the warrants and the
related securities will be separately transferable;
●
in the
case of warrants to purchase debt securities, the principal amount
of debt securities purchasable upon exercise of one warrant and the
price at which, and the currency in which, this principal amount of
debt securities may be purchased upon such exercise;
●
in the
case of warrants to purchase common stock or preferred stock, the
number of shares of common stock or preferred stock, as the case
may be, purchasable upon the exercise of one warrant and the price
at which these shares may be purchased upon such
exercise;
●
the
effect of any merger, consolidation, sale or other disposition of
our business on the warrant agreements and the
warrants;
●
the
terms of any rights to redeem or call the warrants;
●
any
provisions for changes to or adjustments in the exercise price or
number of securities issuable upon exercise of the
warrants;
●
the
dates on which the right to exercise the warrants will commence and
expire;
●
the
manner in which the warrant agreements and warrants may be
modified;
●
a
discussion of any material or special United States federal income
tax consequences of holding or exercising the
warrants;
●
the
terms of the securities issuable upon exercise of the warrants;
and
●
any
other specific terms, preferences, rights or limitations of or
restrictions on the warrants.
Before
exercising their warrants, holders of warrants will not have any of
the rights of holders of the securities purchasable upon such
exercise, including:
●
in the
case of warrants to purchase debt securities, the right to receive
payments of principal of, or premium, if any, or interest on, the
debt securities purchasable upon exercise or to enforce covenants
in the applicable indenture; or
●
in the
case of warrants to purchase common stock or preferred stock, the
right to receive dividends, if any, or payments upon our
liquidation, dissolution or winding up or to exercise voting
rights, if any.
Exercise of Warrants
Each
warrant will entitle the holder to purchase the securities that we
specify in the applicable prospectus supplement at the exercise
price that we describe in the applicable prospectus supplement.
Holders of the warrants may exercise the warrants at any time up to
the specified time on the expiration date that we set forth in the
applicable prospectus supplement. After the close of business on
the expiration date, unexercised warrants will become
void.
Holders
of the warrants may exercise the warrants by delivering the warrant
certificate representing the warrants to be exercised together with
specified information, and paying the required amount to the
warrant agent in immediately available funds, as provided in the
applicable prospectus supplement. We will set forth on the reverse
side of the warrant certificate and in the applicable prospectus
supplement the information that the holder of the warrant will be
required to deliver to the warrant agent.
If any
warrants represented by the warrant certificate are not exercised,
we will issue a new warrant certificate for the remaining amount of
warrants. If we so indicate in the applicable prospectus
supplement, holders of the warrants may surrender securities as all
or part of the exercise price for warrants.
Enforceability of Rights By Holders of Warrants
Any warrant agent
will act solely as our agent under the applicable warrant agreement
and will not assume any obligation or relationship of agency or
trust with any holder of any warrant. A single bank or trust
company may act as warrant agent for more than one issue of
warrants. A warrant agent will have no duty or responsibility in
case of any default by us under the applicable warrant agreement or
warrant, including any duty or responsibility to initiate any
proceedings at law or otherwise, or to make any demand upon us. Any
holder of a warrant may, without the consent of the related warrant
agent or the holder of any other warrant, enforce by appropriate
legal action the holder’s right to exercise, and receive the
securities purchasable upon exercise of, its warrants in accordance
with their terms.
DESCRIPTION OF RIGHTS
We may
issue rights to purchase our common stock or preferred stock, in
one or more series. Rights may be issued independently or together
with any other offered security and may or may not be transferable
by the person purchasing or receiving the subscription rights. In
connection with any rights offering to our stockholders, we may
enter into a standby underwriting arrangement with one or more
underwriters pursuant to which such underwriters will purchase any
offered securities remaining unsubscribed after such rights
offering. In connection with a rights offering to our stockholders,
we will distribute certificates evidencing the rights and a
prospectus supplement to our stockholders on the record date that
we set for receiving rights in such rights offering. The applicable
prospectus supplement or free writing prospectus will describe the
following terms of rights in respect of which this prospectus is
being delivered:
●
the
title of such rights;
●
the
securities for which such rights are exercisable;
●
the
exercise price for such rights;
●
the
date of determining the security holders entitled to the rights
distribution;
●
the
number of such rights issued to each security holder;
●
the
extent to which such rights are transferable;
●
if
applicable, a discussion of the material United States federal
income tax considerations applicable to the issuance or exercise of
such rights;
●
the
date on which the right to exercise such rights shall commence, and
the date on which such rights shall expire (subject to any
extension);
●
the
conditions to completion of the rights offering;
●
any
provisions for changes to or adjustments in the exercise price or
number of securities issuable upon exercise of the
rights;
●
the
extent to which such rights include an over-subscription privilege
with respect to unsubscribed securities;
●
if
applicable, the material terms of any standby underwriting or other
purchase arrangement that we may enter into in connection with the
rights offering; and
●
any
other terms of such rights, including terms, procedures and
limitations relating to the exchange and exercise of such
rights.
Each
right will entitle the holder thereof the right to purchase for
cash such amount of shares of common stock or preferred stock, or
any combination thereof, at such exercise price as shall in each
case be set forth in, or be determinable as set forth in, the
prospectus supplement relating to the rights offered thereby.
Rights may be exercised at any time up to the close of business on
the expiration date for such rights set forth in the prospectus
supplement. After the close of business on the expiration date, all
unexercised rights will become void. Rights may be exercised as set
forth in the prospectus supplement relating to the rights offered
thereby. Upon receipt of payment and the proper completion and due
execution of the rights certificate at the office of the rights
agent, if any, or any other office indicated in the prospectus
supplement, we will forward, as soon as practicable, the shares of
common stock and/or preferred stock purchasable upon such exercise.
We may determine to offer any unsubscribed offered securities
directly to persons other than stockholders, to or through agents,
underwriters or dealers or through a combination of such methods,
including pursuant to standby underwriting arrangements, as set
forth in the applicable prospectus supplement.
DESCRIPTION OF UNITS
As
specified in the applicable prospectus supplement, we may issue, in
one more series, units consisting of common stock, preferred stock,
debt securities and/or warrants or rights for the purchase of
common stock, preferred stock and/or debt securities in any
combination.
The
applicable prospectus supplement will describe:
●
the
securities comprising the units, including whether and under what
circumstances the securities comprising the units may be separately
traded;
●
the
terms and conditions applicable to the units, including a
description of the terms of any applicable unit agreement governing
the units; and
●
a
description of the provisions for the payment, settlement, transfer
or exchange of the units.
PLAN OF DISTRIBUTION
The
securities covered by this prospectus may be offered and sold from
time to time pursuant to one or more of the following
methods:
●
to or
through underwriters;
●
to or
through broker-dealers (acting as agent or principal);
●
in
“at the market offerings” within the meaning of Rule
415(a)(4) of the Securities Act, to or through a market maker or
into an existing trading market, on an exchange, or
otherwise;
●
directly
to purchasers, through a specific bidding or auction process or
otherwise; or
●
through
a combination of any such methods of sale.
Agents,
underwriters or broker-dealers may be paid compensation for
offering and selling the securities. That compensation may be in
the form of discounts, concessions or commissions to be received
from us, from the purchasers of the securities or from both us and
the purchasers. Any underwriters, dealers, agents or other
investors participating in the distribution of the securities may
be deemed to be “underwriters,” as that term is defined
in the Securities Act, and compensation and profits received by
them on sale of the securities may be deemed to be underwriting
commissions, as that term is defined in the rules promulgated under
the Securities Act.
Each
time securities are offered by this prospectus, the prospectus
supplement, if required, will set forth:
●
the
name of any underwriter, dealer or agent involved in the offer and
sale of the securities;
●
the
terms of the offering;
●
any
discounts concessions or commissions and other items constituting
compensation received by the underwriters, broker-dealers or
agents;
●
any
over-allotment option under which any underwriters may purchase
additional securities from us; and
●
any
initial public offering price.
The
securities may be sold at a fixed price or prices, which may be
changed, at market prices prevailing at the time of sale, at prices
relating to the prevailing market prices or at negotiated prices.
The distribution of securities may be effected from time to time in
one or more transactions, by means of one or more of the following
transactions, which may include cross or block trades:
●
transactions
on the NYSE American or any other organized market where the
securities may be traded;
●
in the
over-the-counter market;
●
in
negotiated transactions;
●
under
delayed delivery contracts or other contractual commitments;
or
●
a
combination of such methods of sale.
If
underwriters are used in a sale, securities will be acquired by the
underwriters for their own account and may be resold from time to
time in one or more transactions. Our securities may be offered to
the public either through underwriting syndicates represented by
one or more managing underwriters or directly by one or more firms
acting as underwriters. If an underwriter or underwriters are used
in the sale of securities, an underwriting agreement will be
executed with the underwriter or underwriters at the time an
agreement for the sale is reached. This prospectus and the
prospectus supplement will be used by the underwriters to resell
the shares of our securities.
If 5%
or more of the net proceeds of any offering of our securities made
under this prospectus will be received by a FINRA member
participating in the offering or affiliates or associated persons
of such FINRA member, the offering will be conducted in accordance
with FINRA Rule 5121.
To
comply with the securities laws of certain states, if applicable,
the securities offered by this prospectus will be offered and sold
in those states only through registered or licensed brokers or
dealers.
Agents,
underwriters and dealers may be entitled to indemnification by us
against specified liabilities, including liabilities incurred under
the Securities Act, or to contribution by us to payments they may
be required to make in respect of such liabilities. The prospectus
supplement will describe the terms and conditions of such
indemnification or contribution. Some of the agents, underwriters
or dealers, or their respective affiliates, may be customers of,
engage in transactions with or perform services for us in the
ordinary course of business. We will describe in the prospectus
supplement naming the underwriter the nature of any such
relationship.
Certain
persons participating in the offering may engage in over-allotment,
stabilizing transactions, short-covering transactions and penalty
bids in accordance with Regulation M under the Exchange Act. We
make no representation or prediction as to the direction or
magnitude of any effect that such transactions may have on the
price of the securities. For a description of these activities, see
the information under the heading “Underwriting” in the
applicable prospectus supplement.
LEGAL MATTERS
The
validity of the securities offered in this prospectus will be
passed upon for us by Stoel Rives LLP, Boise, Idaho.
EXPERTS
The
consolidated financial statements as of December 31, 2019 and 2018,
and for each of the two years in the period ended December 31,
2019, incorporated by reference in this prospectus and the
registration statement of which this prospectus forms a part have
been so incorporated in reliance on the report of DeCoria, Maichel
& Teague, P.S, an independent registered public accounting
firm, incorporated by reference, given on the authority of said
firm as experts in auditing and accounting. The audit report
covering the December 31, 2019 consolidated financial statements
contains an emphasis of matter paragraph regarding our ability to
continue as a going concern.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC
allows us to “incorporate by reference” the information
we file with them into this prospectus. This means that we can
disclose important information about us and our financial condition
to you by referring you to another document filed separately with
the SEC instead of having to repeat the information in this
prospectus. The information incorporated by reference is considered
to be part of this prospectus and later information that we file
with the SEC will automatically update and supersede this
information. This prospectus incorporates by reference any future
filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act, between the date of the filing of the initial
registration statement and prior to effectiveness of the
registration statement and the documents listed below that we have
previously filed with the SEC:
●
our Annual Report on
Form 10-K
for the fiscal year ended December
31, 2019, filed with the SEC on April 14, 2020;
●
our Quarterly Report on
Form 10-Q
for the fiscal quarter ended March
31, 2020, filed with the SEC on May 15, 2020;
●
our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2020, filed
with the SEC on August 19, 2020;
●
our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020,
filed with the SEC on November 16, 2020;
●
our
Current Reports on Form 8-K, filed with the SEC on June 19, 2020,
July 27, 2020, January 6, 2021 and January 15, 2021;
and
●
the description of our common stock contained in the registration
statement on
Form
8-A, filed on May 16,
2012, File No. 001-08675, and any other amendment or report filed
for the purpose of updating such description.
We also
incorporate by reference all documents that we file with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
on or after the effective time of the registration statement of
which this prospectus forms a part and prior to the sale of all of
the securities registered hereunder or the termination of the
registration statement. Nothing in this prospectus shall be deemed
to incorporate information furnished but not filed with the
SEC.
Any
statement contained in this prospectus or in a document
incorporated or deemed to be incorporated by reference in this
prospectus shall be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement
contained herein or in the applicable prospectus supplement or in
any other subsequently filed document that also is or is deemed to
be incorporated by reference modifies or supersedes the statement.
Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
prospectus.
We will
furnish without charge to you, on written or oral request, a copy
of any or all of the documents incorporated by reference in this
prospectus, including exhibits to these documents. You should
direct any requests for documents to United States Antimony
Corporation, Attn: Corporate Secretary, 47 Cox Gulch, P.O. Box 643,
Thompson Falls, Montana 59873.
Statements
contained in this prospectus as to the contents of any contract or
other documents are not necessarily complete, and in each instance
you are referred to the copy of the contract or other document
filed as an exhibit to the registration statement or incorporated
herein, each such statement being qualified in all respects by such
reference and the exhibits and schedules thereto.
WHERE YOU CAN FIND MORE INFORMATION
This
prospectus is part of a registration statement on Form S-3 that we
filed with the SEC registering the securities that may be offered
and sold hereunder. The registration statement, including the
exhibits thereto, contains additional relevant information about us
and these securities, as permitted by the rules and regulations of
the SEC, that we have not included in this prospectus. A copy of
the registration statement can be obtained at the address set forth
below or at the SEC’s website as noted below. You should read
the registration statement, including any applicable prospectus
supplement, for further information about us and these
securities.
We are
a public company and file annual, quarterly and current reports,
proxy statements and other information with the SEC. Our SEC
filings are available to the public over the Internet at the
SEC’s website at http:/www.sec.gov. You may also read and
copy any document we file at the SEC’s public reference room,
100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the
public reference room.
10,990,000 Shares of Common Stock
United States Antimony Corporation
Prospectus Supplement
Roth Capital
Partners
February
10, 2021
Grafico Azioni United States Antimony (AMEX:UAMY)
Storico
Da Feb 2025 a Mar 2025
Grafico Azioni United States Antimony (AMEX:UAMY)
Storico
Da Mar 2024 a Mar 2025
