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): ~~December~~March 3127, ~~2024~~2025

___________________________


			Gold Flora Corporation
			(Exact name of registrant as specified in its charter)

___________________________

Delaware

0-56348

93-2261104

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

3165 Red Hill Avenue

Costa Mesa, CA 92626

(Address of Principal Executive Offices, including Zip Code)

(949) 252-1908

(Registrant’s Telephone Number, including Area Code)

Not Applicable

(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))

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


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

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

Emerging growth company ☒

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

Item 1.0103 Bankruptcy ~~Entry~~or ~~into a Material Definitive Agreement~~Receivership.

AsOn ~~previously~~March ~~reported~~27, ~~on August 28~~2025, ~~2024,~~ Gold Flora Corporation (the “Company”) ~~entered~~filed ~~into~~an aapplication ~~Loan~~for ~~Agreement~~receivership (under the ~~“Loan~~laws ~~Agreement”)~~of ~~with~~the anState ~~accredited~~of ~~investor~~California in the Los Angeles Superior Court, Santa Monica Division (the “~~Investor~~Court”),. The ~~pursuant~~Company toexpects ~~which,~~Richard ~~among~~Ormand ~~other~~of ~~things,~~Stone ~~the~~Capital ~~Company~~Blossom, ~~agreed~~LLC to ~~issue~~be ~~and~~appointed ~~sell~~as receiver (to the ~~Investor,~~extent serving in ~~exchange~~such ~~for~~capacity, the ~~payment~~“Receiver”). byThe ~~the~~Receiver, ~~Investor~~once ~~of $6~~appointed,~~864,000,~~ awill ~~senior~~have ~~secured~~broad ~~promissory~~powers ~~note~~and inauthority anto ~~aggregate~~take ~~principal~~possession ~~amount~~of, and protect and preserve, all of $9the assets of the Company,~~295,000~~ (and administer the ~~“Initial~~estate ~~Note”).~~in ~~The~~accordance ~~Loan~~with ~~Agreement~~applicable ~~also~~law. ~~provides~~Accordingly, ~~for~~the Company expects that the ~~future~~Receiver ~~issuance~~will ofbe upempowered to ~~three~~sell ~~additional~~all ~~notes~~of (the ~~“Additional~~assets ~~Notes”~~of ~~and~~the Company (together ~~with~~or ~~the~~separately) ~~Initial~~and ~~Note,~~distribute the ~~“Notes”)~~proceeds ~~subject~~of tosuch ~~certain~~sale ~~conditions~~to ~~and~~the onCompany’s ~~substantially~~creditors ~~the~~in ~~same~~a ~~terms~~manner asapproved by the ~~initial closing~~Court.

OnItem ~~November 6, 2024, the Company issued an Additional Note to the Investor pursuant to the Loan Agreement (the “First Additional Note”)~~2.04 Triggering ~~The~~Events ~~First~~That ~~Additional~~Accelerate ~~Note~~or ~~has~~Increase ~~an original principal amount of $2,780,000 and~~ a ~~funded~~Direct ~~amount~~Financial ofObligation ~~$1,920,000~~or toan beObligation ~~paid~~under ~~back in in forty (40) weekly installments commencing on November 13th, 2025. The First Additional Note may be prepaid in full at any time after the Original Issue Date in~~ an ~~amount~~Off-Balance ~~equal~~Sheet ~~to the Outstanding Principal Amount~~Arrangement.

As previously reported, on August 28, 2024, Gold Flora Corporation (the “Company”) entered into a Loan Agreement (the “Loan Agreement”) with J.J. Astor & Co. (the “Investor”), pursuant to which, among other things, the Company agreed to issue and sell to the Investor, in exchange for the payment by the Investor of $6,864,000, a senior secured promissory note in an aggregate principal amount of $9,295,000 (the “Initial Note”). The Loan Agreement also provided for the future issuance of up to three additional notes (the “Additional Notes” and together with the Initial Note, the “Notes”) subject to certain conditions and on substantially the same terms as the initial closing. On ~~December~~November 316, 2024, the Company issued an Additional Note to the Investor pursuant to the Loan Agreement (the “~~Second~~First Additional Note”). The ~~Second~~First Additional Note has an original principal amount of $2,780,000 and a funded amount of $1,920,000 to be paid back in in forty (40) weekly installments commencing on ~~October~~November ~~6th~~13th, 2025. ~~The~~On December 31, 2024, the Company issued another Additional Note to the Investor pursuant to the Loan Agreement (the “Second Additional Note” ~~may~~and, betogether ~~prepaid~~with inthe ~~full~~Initial atNote ~~any~~and ~~time~~the ~~after~~First Additional Note, the ~~Original~~“Notes”). ~~Issue~~The ~~Date~~Second inAdditional Note has an original principal amount ~~equal~~of $2,780,000 and a funded amount of $1,920,000 to ~~the~~be ~~Outstanding~~paid ~~Principal~~back ~~Amount~~in in forty (40) weekly installments commencing on October 6th, 2025.

~~The~~On ~~Second~~March ~~Additional~~21, ~~Note~~2025, ~~imposes~~the ~~certain~~Investor ~~customary~~delivered ~~affirmative~~a ~~and~~notice ~~negative~~to ~~covenants upon~~ the Company, ~~as well as covenants that~~ (~~i) restrict~~ the ~~Company~~“Notice”) ~~and~~claiming ~~its~~that ~~subsidiaries~~events ~~from~~of ~~incurring~~default ~~any~~had ~~additional~~occurred ~~indebtedness~~under orthe ~~suffering~~Notes ~~any~~due ~~liens, subject~~ to ~~specified exceptions,~~ (iii) ~~restrict~~failure ~~the~~to ~~issuance~~pay oramounts ~~repurchase~~owed ofto ~~shares of~~ the ~~Company’s~~Investor ~~common~~pursuant ~~stock, subject~~ to ~~specified~~the ~~exceptions,~~Notes and (~~iii~~ii) ~~restrict~~failure ~~the declaration of any dividends or other distributions, subject~~ to ~~specified~~have ~~exceptions.~~a Ifregistration anstatement ~~event~~declared ofeffective ~~default~~ under the ~~Notes~~Securities ~~occurs,~~Act ~~the~~of ~~principal~~1933, ~~amount~~as ~~will~~amended, ~~be multiplied~~ by ~~110%~~the ~~and~~required ~~interest~~date ~~will~~pursuant ~~begin~~to ~~accruing at~~ a ~~default~~Registration ~~rate~~Rights ofAgreement ~~10%~~entered ~~per~~into ~~annum~~between ~~from~~ the ~~date~~Company ~~of a default. Upon an event of default~~ and ~~following any applicable cure periods,~~ the Investor ~~may~~on ~~elect~~August to27, ~~accelerate~~2024 (together, the ~~Second~~“Events ~~Additional Note and thereafter convert all or a portion~~ of ~~the~~Default”). The outstanding ~~Notes~~principal ~~into~~amount ~~shares~~under of the ~~Company’s~~Notes ~~common~~was ~~stock.~~automatically ~~The~~increased ~~conversion~~by ~~price~~10% ~~for~~as ~~any~~a ~~such~~result ~~conversion~~of ~~will~~the beoccurrence ~~equal to 90%~~ of the ~~average~~Events of ~~the~~Default. ~~four~~The ~~lowest~~outstanding ~~volume~~principle ~~weighted~~and ~~average~~accrued ~~closing~~interest ~~prices~~under of the ~~Company’s~~Notes, ~~common stock~~ on the ~~Cboe~~date ~~Canada~~of ~~exchange during~~ the 20Notice ~~trading~~and ~~days~~giving ~~prior~~effect to the ~~conversion,~~Events ~~subject to adjustment in the event~~ of ~~any issuance of securities at a lower purchase~~Default, ~~exercise~~was orapproximately ~~conversion~~$11.5 ~~price,~~million. ~~and~~The ~~subject~~Investor todid ~~applicable~~not ~~limitations~~accelerate of the ~~Cboe~~payment ~~Canada~~of ~~exchange.~~any ~~The~~amounts ~~Company~~outstanding ~~entered~~under ~~into a Registration Rights Agreement with~~ the ~~Investor~~Notes pursuant to ~~which~~ the ~~Company~~Notice, ~~filed~~but adid ~~resale~~reserve ~~registration~~its ~~statement~~rights ~~registering~~and remedies under the ~~resale~~Notes ofand the ~~conversion~~Loan ~~shares~~Agreement.

~~The~~Also ~~foregoing~~on ~~summaries~~March of21, 2025, the ~~Second~~Investor ~~Additional~~delivered ~~Note,~~a notice (the “Pledge ~~Agreement~~Notice”) ~~and~~to the ~~Registration~~escrow ~~Rights~~agent pursuant to the Pledge Agreement doentered ~~not~~into ~~purport~~among tothe beInvestor, ~~complete~~the Company and ~~are~~certain ~~qualified~~subsidiaries inof ~~their~~the ~~entirety~~Company byon ~~reference~~August to27, 2024 (the ~~copies~~“Pledge ofAgreement”), purporting to release the ~~Second~~Pledge ~~Additional~~Agreement ~~Note,~~from ~~the~~escrow. The Pledge Agreement had been held in escrow, and ~~the~~if ~~Registration~~released, ~~Rights~~would ~~Agreement~~constitute ~~that~~a ~~are~~lien ~~filed~~and ~~herewith~~security asinterest ~~Exhibits~~on 4ownership interests in certain of the Company’s subsidiaries.1 However, ~~10.1~~the Pledge Agreement requires the Investor to elect to accelerate amounts due under the Notes and 10requires a three-day notice period.2 Because neither of those conditions was satisfied, ~~respectively~~the Company has challenged the purported release of the Pledge Agreement from escrow.

Additionally, the filing of the receivership application as described in Item 21.03. ~~Creation~~is expected to constitute default under the Loan Agreement and certain other of athe ~~Direct~~Company’s ~~Financial~~debt ~~Obligation~~instruments and agreements that contain similar default provisions.

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Second Additional Note is incorporated herein by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02.

The Second Additional Note and any shares of common stock issuable upon conversion of the Second Additional Note (collectively, the “Securities”) were and will be offered and sold to the Investor in a transaction exempt from registration under the Securities Act in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder. The Investor represented that it was an “accredited investor,” as defined in Regulation D, and is acquiring the Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, the Securities will not be registered under the Securities Act and the Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

Neither this Current Report on Form 8-K nor the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock, notes, or any other securities of the Company.

Item 7.01 Regulation FD Disclosure.

OnPress December 31, 2024, the Company issued a press release announcing the issuance of the Second Additional Note. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.Release

On March 27, 2025, the Company issued a press release announcing the receivership filing. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

Additional Information on the Receivership Filing

Additional information about the receivership filing, including access to Court records, is available online at Los Angeles Superior Court, Santa Monica Division at www.lacourt.org or in person at the Court located at 1725 Main Street, Santa Monica, CA 90401.

The documents and other information available via website or elsewhere are not part of this Current Report on Form 8-K and shall not be deemed incorporated herein.

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Forward Looking Statements

This Current Report on Form 8-K contains "forward-looking information" within the meaning of applicable Canadian securities legislation and the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to the receivership application and expected process, and other plans, intentions, estimates and beliefs, and may include statements regarding the ability and timing of the appointment of a Receiver, the identity of the Receiver, the Receiver’s scope of authority, and the future occurrence of events of default under the Company’s debt instruments. Words such as "expects," "continue," "will," "anticipates," and "intends," or similar expressions, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward–looking statements are based on the Company’s current projections and expectations about future events and financial trends that it believes might affect its financial condition, results of operations, prospects, business strategy and financial needs, and on certain assumptions and analysis made by it in light of the experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate. Although the Company believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Such risks and uncertainties include, but are not limited to, the ability to appoint a Receiver and initiate receivership proceedings in accordance with California law; the receivership process, the Company’s ability to obtain approval from the Court with respect to motions or other requests made to the Court throughout the course of the receivership; the effects of the receivership on the liquidity, results of operations and business of the Company and its subsidiaries; the Company’s ability to negotiate with its lenders or enter into agreements for strategic alternatives; the Company’s ability to continue as a going concern during the receivership and going forward; the potential for governmental investigations and inquiries, regulatory actions and lawsuits; and other risks discussed in the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”). Any forward-looking information and statements herein are made as of the date hereof and, except as required by applicable laws, the Company does not assume any obligation to update or revise any forward-looking information or statements contained herein or to update the reasons that actual events or results could or do differ from those projected in any forward-looking information and statements herein, whether as a result of new information, future events or results, or otherwise.

Cautionary Note Regarding the Company’s Securities

The Company cautions that trading in the Company’s securities during the pendency of the anticipated receivership is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the receivership process. The Company expects that holders of shares of the Company’s securities could experience a significant or complete loss on their investment, depending on the outcome of the receivership.

Item 9.01. Financial Statements and Exhibits.

ExhibitNumber						Title
4.1						Installment Note dated December 30, 2024
10.1						Pledge Agreement by and among Gold Flora Corporation, J.J. Astor & Co., and the Pledgors named therein (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2024).
10.2						Registration Rights Agreement by and between Gold Flora Corporation and J.J. Astor & Co. (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2024).
99.1						Press Release of Gold Flora Corporation
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

GOLD FLORA CORPORATION

Dated: December 31, 2024

By:

/s/ Marshall Minor

Dated: March 27, 2024

By:

/s/ Marshall Minor

Name:

Marshall Minor

Title:

Chief Financial Officer

Filing Compare · Gold Flora Corp.