Form SC 13D/A WESTMOUNTAIN GOLD, INC. Filed by: BOCO Investments LLC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Amendment No. 10

Under the Securities Exchange Act of 1934

 

WESTMOUNTAIN GOLD, INC.

 (Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person

 Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Based on the information disclosed by the company, the percentage calculations in the foregoing cover pages and as set forth below are based on the total securities of the Issuer, on a fully diluted basis, of 140,435,695 shares, based on information disclosed by the company.

 

In August, 2010, the Company borrowed $100,000 from BOCO and issued BOCO a convertible promissory note evidencing the debt.  In December, 2010, the Company borrowed $400,000 from BOCO and issued BOCO a convertible promissory note evidencing the debt. On or about February 18, 2011, BOCO was issued 1,000,000 shares of Company Common Stock in connection with conversion of the entire principal amount of the note plus unpaid interest at $0.50 per share.

On or about February 18, 2011, pursuant to a Subscription Agreement with the Company, BOCO purchased 100,000 shares of Common Stock of the Company for cash at a price of $0.50 per share.

On or about April 22, 2011, the Company issued warrants to purchase 1,100,000 common shares at $0.75 per share. There are no registration requirements.  As part of a Loan and Note Modification Agreement, 1,000,000 of the previously stated warrants were re-priced to $0.01 and the expiration date was extended to April 21, 2019; and warrants in the amount of 22,000 were re-priced to $0.01 and extended to April 22, 2019.  In conjunction with the May 2015 Loan and Note Modification Agreement the warrants in the amount of 1,022,000 were executed at $0.01.

On or about June 17, 2011, BOCO exercised 1,000,000 warrants to purchase Common Stock at a price of $0.001 per share and received 1,000,000 common shares.  In conjunction with the May 2015 Loan and Note Modification Agreement the warrants were executed at $0.01.

On or about November 15, 2011, the Company issued warrants to purchase 200,000 common shares at $4.00 per shares. These warrants expire November 15, 2021. There are no registration requirements.  As part of a Loan and Note Modification Agreement, the warrants have been re-priced to $0.01 and the expiration date extended to November 15, 2026.  In conjunction with the May 2015 Loan and Note Modification Agreement the warrants were executed at $0.01.

On or about December 14, 2011, the Reporting Person transferred 78,000 warrants.

On or about September 17, 2012, the Company and BOCO entered into an Amended and Restated Revolving Credit Loan and Security Agreement and the Company issued an Amended and Restated Secured Convertible Promissory Note ("Convertible Note") for the benefit of BOCO in the original principal amount of $1,853,965.  The maturity date of the Convertible Note was July 31, 2013. Under the terms of the Convertible Note, BOCO has the option to convert any and all outstanding principal, accrued unpaid interest and all amounts payable under the Note into common shares at a price per share equal to the lesser of (a) $3.00 or (b) an amount equal to the lowest price at which common shares in the Company are issued in any round of financing commencing after the date of the Note.  On December 31, 2014 principal and interest totaled $2,553,280.  The Conversion Rate is subject to adjustment based on subsequent Company financings and, at present, equals $0.45 per share of the Company's Common Stock.  In conjunction with the May 2015 Loan and Note Modification Agreement the accrued interest as of May 15, 2015 ($824,470) was converted into common shares at a price per share of $0.12.  The maturity of the principal amount ($1,853,965) of the Convertible Notes was extended to November 15, 2017 and have an annual interest rate of 8%.

On or about October 1, 2012, the Company issued a warrant to BOCO to purchase 1,250,000 common shares at $0.25 per share and a warrant to purchase 1,852,115 common shares at $1.50 per share; provided, however, that if the Company sells an equity offering at a lower price during the period ended July 31, 2013, the $1.50 per share exercise price of the warrants will be adjusted to the price of such equity offering. There are no registration requirements.  On April 23, 2014, as consideration for a Loan and Note Modification Agreement, the warrant in the amount 1,250,000 common shares was extended by five years to September 30, 2022.  Also as part of the Loan and Note Modification Agreement the warrant in the amount of 1,852,115 common shares was extended to September 30, 2022 at a reduced amount of 1,136,615 common shares, a reduction of 715,500.  A new warrant was issued in the amount of 715,500 common shares at $0.01 and expires on April 22, 2019.  In conjunction with the May 2015 Loan and Note Modification Agreement the warrants in the amount of 1,136,615 were executed at $0.05 and warrants in the amount of 715,500 were executed at $0.01.

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On or about October 4, 2012, BOCO purchased 5,000 common shares at $0.97 per share and 10,000 common shares at $1.00 per share in open market transactions.

On or about May 7, 2013, the Company issued to BOCO a warrant to purchase 1,250,000 shares of Common Stock at an exercise price that is the lesser of $0.75 per share or a price per share equal to eighty percent (80%) of the lowest price at which a common share in the Company has been issued in any round of financing commenced or closed after the date of these warrants and prior to BOCO's exercise of its rights under these warrants.  If certain Notes held by BOCO are in default, the conversion price is reduced to the lesser of $0.10 or the lowest price at which a common share in the Company has been issued in any round of financing commenced or closed after the date of these warrants and prior to BOCO's exercise of its rights under these warrants.  The warrants expire May 17, 2018. There are no registration requirements.  As part of a Loan and Note Modification Agreement the expiration date of these warrants has been extended to May 07, 2023.  In conjunction with the May 2015 Loan and Note Modification Agreement the warrants were executed at $0.05.

On or about June 26, 2013, the Company issued to BOCO a warrant to purchase 1,250,000 shares of Common Stock at an exercise price that is the lesser of $0.75 per share or a price per share equal to eighty percent (80%) of the lowest price at which a common share in the Company has been issued in any round of financing commenced or closed after the date of these warrants and prior to BOCO's exercise of its rights under these warrants.  If certain Notes held by BOCO are in default, the conversion price is reduced to the lesser of $0.10 or the lowest price at which a common share in the Company has been issued in any round of financing commenced or closed after the date of these warrants and prior to BOCO's exercise of its rights under these warrants.  The warrants expire June 26, 2018. There are no registration requirements.  As part of a Loan and Note Modification Agreement the expiration date of these warrants has been extended to June 26, 2023.  In conjunction with the May 2015 Loan and Note Modification Agreement the warrants were executed at $0.05.

On or about August 1, 2013, BOCO purchased 5,000 shares of Series A Convertible Preferred Stock ("Series A Stock") and the Company issued BOCO a warrant to purchase 62,500 common shares at $1.50 per share.  With respect to the Series A Stock, the Company has the right, but not the obligation, to require all holders to convert their shares at the then effective Conversion Price or to redeem the shares at the Redemption Price following the fifth anniversary of issuance.  Each Series A Convertible Preferred share is convertible into 50 shares of the Company's Common Stock at $1.00 per share (subject to adjustment).  The warrants are exercisable at $1.50 per share for three years.  The warrants have a provision for cashless exercise and piggyback registration rights.  As part of a Loan and Note Modification Agreement these warrants have been re-priced to $0.01 and the exercise price has been extended to August 1, 2021.  In conjunction with the May 2015 Loan and Note Modification Agreement the warrants were executed at $0.01.

On or about April 15, 2014, the Company issued BOCO 28,409 common shares as a Series A Convertible Preferred dividend.

On or about September 24, 2014, common stock in the amount of 742,500, which was pledged by individuals as collateral for a loan made by the Reporting Person to another entity, was transferred to the Reporting Person in conjunction with the satisfaction of the loan.

On or about March 2, 2015, the Company issued BOCO 39,675 common shares a Series A Convertible Preferred dividend.

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The Reporting Persons hold the shares of Company Common Stock for investment. The Reporting Persons may, from time to time, acquire more shares of Company Common Stock pursuant to the exercise of the warrants they hold as described in Item 3 above.  In addition, the Reporting Persons may sell shares of Company Common Stock from time to time as they deem advisable and depending on market conditions.  Except as set above, the Reporting Persons do not have any present plans or intentions which would result in or relate to any of the matters set forth in subparagraphs (b) through (j) of the instructions to Item 4 of Schedule 13D.

As of June 22, 2016, based upon information disclosed by the Company and after giving effect to 1,816,296 convertible securities issued to the Reporting Person there were 140,435,695 shares of Common Stock outstanding, on a fully diluted basis.  In connection with the transactions described in Item 3, the Reporting Persons interest in the Common Stock of the Company is as follows:

 

None.

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