Material Definitive Agreement - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 24, 2021

STANDARD METALS PROCESSING, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-14319		84-0991764
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

611 Walnut Street, Gadsden, Alabama35901

(Address of principal executive offices)

(888)960-7347

Registrant's telephone number, including area code

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Emerging growth company ☐

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

Item 1.01 Entry into a Material Definitive Agreement.

On November 24, 2021, Standard Metals Processing, Inc. (the "Company") executed a letter of intent to acquire a controlling interest in Sustainable Metal Solutions, LLC ("SMS"). Definitive terms of the acquisition are still in negotiations and are subject to due diligence. SMS is an American multi-company environmental development platform focused on producing carbon neutral precious metals and minerals thereby driving American mineral independence while revitalizing the environment and minimizing the impacts of climate change. The Company and SMS previously agreed to form a joint venture into which the Company was to contribute the solar energy rights attributable to its 1,086 acres in exchange for SMS's agreement to develop, manage and underwrite the venture.

Item 8.01 Other Events

The Company was notified that its majority shareholder, Granite Peak Resources, LLC executed definitive documents on November 29, 2021 with Stephen Flechner to acquire his judgment against the Company.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 30, 2021	Standard Metals Processing, Inc.
	By:	/s/ Sharon Ullman
		Sharon Ullman Chief Financial Officer

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