Filing Details

(1) See Items 4 and 6.

(1) See Items 4 and 6.

(1) See Items 4 and 6.

(1) See Items 4 and 6.

(1) See Items 4 and 6.

(1) See Items 4 and 6.

(1) See Items 4 and 6.

(1) See Items 4 and 6.

(1) See Items 4 and 6.

(1) See Items 4 and 6.

(1) See Items 4 and 6.

(1) See Items 4 and 6.

(1) See Items 4 and 6.

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned ("Amendment No. 3").  This Amendment No. 3 amends the Schedule 13D, as previously amended, as specifically set forth herein.

Item 2.

Identity and Background.

Item 2 is hereby amended and restated to read as follows:

Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

The Offshore Master Fund is a subsidiary of the Offshore Feeder Fund. The Spectrum Offshore Master Fund is a subsidiary of the Spectrum Offshore Feeder Fund. The Thebes Feeder Fund is the owner of a controlling interest in, and together with a minority investor owns 100% of the interests in, the Thebes Master Fund. By virtue of these relationships, the Offshore Feeder Fund may be deemed to beneficially own the shares of Common Stock owned directly by the Offshore Master Fund, the Spectrum Offshore Feeder Fund may be deemed to beneficially own the shares of Common Stock owned directly by the Spectrum Offshore Master Fund and the Thebes Feeder Fund may be deemed to beneficially own the shares of Common Stock owned directly by the Thebes Master Fund.

LCG Holdings is the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Spectrum Offshore Master Fund and the Thebes Master Fund and the managing member of the Spectrum Onshore Fund. By virtue of these relationships, LCG Holdings may be deemed to beneficially own the shares of Common Stock owned directly by the Onshore Fund, the Spectrum Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Spectrum Offshore Master Fund and the Thebes Master Fund.

Luxor Capital Group acts as the investment manager of the Luxor Funds other than the Spectrum Onshore Fund, and to an account it separately manages (the "Separately Managed Account"). Luxor Management is the general partner of Luxor Capital Group. Mr. Leone is the managing member of each of LCG Holdings and Luxor Management. By virtue of these relationships, each of Luxor Capital Group, Luxor Management and Mr. Leone may be deemed to beneficially own the shares of Common Stock beneficially owned by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Spectrum Offshore Master Fund, the Thebes Master Fund and the Separately Managed Account and Mr. Leone may be deemed to beneficially own the shares of Common Stock beneficially owned by the Spectrum Onshore Fund.

Set forth on Schedule A attached hereto ("Schedule A") is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of the executive officers and directors of the Offshore Feeder Fund, the Spectrum Offshore Feeder Fund and the Thebes Feeder Fund.  To the best of Luxor's knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

A total of approximately $22,387,845 was paid to acquire the Common Stock reported as beneficially owned by the Reporting Persons herein. The funds used to purchase these securities were obtained from the general working capital of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, and the Separately Managed Account and margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.  The shares of Common Stock acquired by Thebes Master Fund were acquired as part of a contribution in kind.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

The Reporting Persons demanded repayment from the Issuer of all of the outstanding principal and interest owing on the Secured Convertible Promissory Notes, each dated September 18, 2013, owned by the Reporting Persons (the "Luxor Notes"). Lacking sufficient funds to make such repayments, the Issuer agreed, pursuant to an Amendment to Secured Convertible Promissory Note, dated September 18, 2013 (the "Secured Convertible Notes Amendment"), to allow the Reporting Persons to convert all of the outstanding principal amount and accrued but unpaid interest owing on the Luxor Notes into shares of restricted Common Stock at a rate of $0.035 per share. On March 18, 2016, the Reporting Persons provided the Issuer with Conversion Notices consistent with such terms and conditions. In the aggregate, the Reporting Persons converted $2,691,000 owing on the Luxor Notes in exchange for 76,885,714 shares of Common Stock (the "Luxor Notes Shares"). The Issuer has subsequently cancelled the Luxor Notes.

The Issuer has also sold to the Reporting Persons 42,857,143 shares of Common Stock, at a purchase price of $0.035 per share, for a total consideration of $1,500,000 (the "Offering Shares"). The securities were issued in reliance on exemptions from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 of Regulation D thereunder. In connection with the offering, the Issuer and the Reporting Persons entered into a common stock purchase agreement (the "Common Stock Purchase Agreement") and a Registration Rights Agreement, each dated March 18, 2016. The Common Stock Purchase Agreement contains representations and warranties of the Issuer and the Reporting Persons that are customary for transactions of the type contemplated in connection with the offering.

The Luxor Group has also agreed, as a condition of the offering, that all of its currently owned Warrants shall not be exercisable until at least September 18, 2016.

In addition, in connection with the offering, the Board of Directors of the Issuer (the "Board") agreed to waive certain provisions of that certain Rights Agreement, dated August 24, 2009, between the Issuer and Empire Stock Transfer Inc. (the "Rights Agreement"), with respect to the Reporting Persons. In connection with the Rights Agreement, the Board previously declared a dividend of one common share purchase right for each outstanding share of Common Stock. The rights become exercisable, under certain circumstances, in the event that a person or group of affiliated or associated persons has acquired beneficial ownership of 15% or more of the outstanding shares of Common Stock. The Board had previously waived the 15% limitation in the Rights Agreement with respect to the Reporting Persons to allow the Reporting Persons to become the beneficial owner of up to 26% of the shares of Common Stock outstanding, without being deemed to be an "acquiring person" under the Rights Agreement. In connection with the offering, the Board has agreed to further waive all of the existing limitations under the Rights Agreement so that the Reporting Persons would not be an "acquiring person" under the Rights Agreement under any circumstance.

The Board has also authorized, subject to stockholder approval, certain amendments to its Articles of Incorporation and Amended and Restated Bylaws that, among other things, would eliminate the Issuer's classified Board and increase the number of authorized shares of capital stock. The Issuer has agreed that the Board will call for an annual meeting of stockholders and will nominate five designees, three of whom shall be designees of the Reporting Persons, for election as directors at such meeting.

Pursuant to a letter agreement between the Issuer and the Reporting Persons dated March 18, 2016 (the "Letter Agreement"), the Reporting Persons agreed to invest up to an additional $1,250,000 in to be issued shares of Common Stock, at a purchase price of $0.045 per share, upon the completion of certain milestones set forth in such Letter Agreement. The securities will be issued in reliance on exemptions from registration pursuant to Section 4(a)(2) of the Securities Act, and Rule 506 of Regulation D thereunder. In connection with the additional investment described in the Letter Agreement, the Onshore Fund entered into a common stock purchase agreement, dated March 18, 2016 (the "Second Common Stock Purchase Agreement") with the Issuer. The Second Common Stock Purchase Agreement contains representations and warranties of the Issuer and the Onshore Fund that are customary for transactions of the type contemplated in connection with the offering. In addition, upon the completion of certain milestones set forth in such Letter Agreement, the Issuer will enter into a Registration Rights Agreement with the Onshore Fund or its designees.

The foregoing descriptions of the terms and conditions of the Secured Convertible Notes Amendment, the Common Stock Purchase Agreement, the Registration Rights Agreements, the Letter Agreement and the Second Common Stock Purchase Agreement, do not purport to be complete and are qualified in their entirety by reference to the full text or form of such documents, as the case may be, which are attached as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 hereto, respectively, and are incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) and (b) are hereby amended and restated to read as follows:

The Wavefront Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock individually beneficially owned by the Wavefront Fund.

The Offshore Master Fund, the Offshore Feeder Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock individually beneficially owned by the Offshore Master Fund.

The Thebes Master Fund, the Thebes Feeder Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock individually beneficially owned by the Thebes Master Fund.

Luxor Capital Group, Luxor Management and Mr. Leone have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock held in the Separately Managed Account.

Item 5(c) is hereby amended to add the following:

(c) As further described in Item 4 above, on March 18, 2016 the Reporting Persons acquired the Luxor Notes Shares and the Offering Share.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

Reference is made to the Secured Convertible Notes Amendment, the Common Stock Purchase Agreement, the Registration Rights Agreements, the Letter Agreement and the Second Common Stock Purchase Agreement defined and described in Item 4 above, which are attached as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 hereto, respectively, and are incorporated herein by reference.

The Reporting Persons own Warrants expiring between June 2017 and September 2020 which are exercisable for approximately 12,128,707 shares of Common Stock at strike prices between $0.30 and $1.27.  As disclosed in Item 4 above, the Reporting Persons have agreed, as a condition of the offering, that all of its Warrants shall not be exercisable until at least September 18, 2016.

On March 24, 2016, the Reporting Persons entered into a Joint Filing Agreement (the "Joint Filing Agreement") in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as Exhibit 99.6 hereto and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1

Form of Amendment to Secured Convertible Promissory Note, dated March 18, 2016. (incorporated herein by reference to Exhibit 10.1 of Searchlight Minerals Corp.'s Current Report on Form 8-K filed March 23, 2016) (File No. 000-30995)

99.2

Common Stock Purchase Agreement made as of March 18, 2016, by and between Searchlight Minerals Corp. and the investors listed on Schedule I thereto. (incorporated herein by reference to Exhibit 10.2 of Searchlight Minerals Corp.'s Current Report on Form 8-K filed March 23, 2016) (File No. 000-30995)

99.3

Form of Registration Rights Agreement, dated March 18, 2016. (incorporated herein by reference to Exhibit 10.3 of Searchlight Minerals Corp.'s Current Report on Form 8-K filed March 23, 2016) (File No. 000-30995)

99.4

Letter Agreement, dated March 18, 2016 by and between Searchlight Minerals Corp. and Luxor Capital Partners, LP. (incorporated herein by reference to Exhibit 10.4 of Searchlight Minerals Corp.'s Current Report on Form 8-K filed March 23, 2016) (File No. 000-30995)

99.5

Second Common Stock Purchase Agreement made as of March 18, 2016, by and between Searchlight Minerals Corp. and Luxor Capital Group, LP. (incorporated herein by reference to Exhibit 10.5 of Searchlight Minerals Corp.'s Current Report on Form 8-K filed March 23, 2016) (File No. 000-30995)

99.6

Joint Filing Agreement.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated:  March 24, 2016

 

EXHIBIT 99.6

The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Searchlight Minerals Corp. dated as of March 24, 2016 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated:  March 24, 2016