DGSE DGSE Companies Inc

* Percentage of class is based on 26,924,381 outstanding common shares, which is the number of common shares reported as outstanding at May 20, 2019 on the Form 10-Q filed by the Issuer on May 20, 2019. 

* Percentage of class is based on 26,924,381 outstanding common shares, which is the number of common shares reported as outstanding at May 20, 2019 on the Form 10-Q filed by the Issuer on May 20, 2019.

* Percentage of class is based on 26,924,381 outstanding common shares, which is the number of common shares reported as outstanding at May 20, 2019 on the Form 10-Q filed by the Issuer on May 20, 2019. 

SCHEDULE 13D/A

This Amendment No. 21 to the Statement on Schedule 13D amends the Statement on Schedule 13D originally filed with the Securities and Exchange Commission on June 1, 2010, which relates to the common stock, $0.01 par value per share (the “Common Shares”), of DGSE Companies, Inc., a Nevada corporation (the “Issuer”), as amended by Amendment No. 1 to the Statement on Schedule 13D filed on April 18, 2011, Amendment No. 2 to the Statement on Schedule 13D filed on June 14, 2011, Amendment No. 3 to the Statement on Schedule 13D filed on August 4, 2011, Amendment No. 4 to the Statement on Schedule 13D filed on August 16, 2011, Amendment No. 5 to the Statement on Schedule 13D filed on September 19, 2011, Amendment No. 6 to the Statement on Schedule 13D filed on October 31, 2011, Amendment No. 7 to the Statement on Schedule 13D filed on February 14, 2012, Amendment No. 8 to the Statement on Schedule 13D filed on October 31, 2012, Amendment No. 9 to the Statement on Schedule 13D filed on January 10, 2013, Amendment No. 10 to the Statement on Schedule 13D filed on July 31, 2013, Amendment No. 11 to the Statement on Schedule 13D filed on September 15, 2015, Amendment No. 12 to the Statement on Schedule 13D filed on February 8, 2016, Amendment No. 13 to the Statement on Schedule 13D filed on April 20, 2016, Amendment No. 14 to the Statement on Schedule 13D filed on June 22, 2016, Amendment No. 15 to the Statement on Schedule 13D filed on October 31, 2016, Amendment No. 16 to the Statement on Schedule 13D filed on December 9, 2016, Amendment No. 17 to the Statement on Schedule 13D filed on December 22, 2016, Amendment No. 18 to the Statement on Schedule 13D filed on February 16, 2017, and Amendment No. 19 to the Statement on Schedule 13D filed on January 2, 2018, and Amendment No. 20 to the Statement on Schedule 13D filed on September 19, 2018 (as so amended, the “Schedule 13D”). The principal executive offices of the Issuer are located at 13022 Preston Road, Dallas, Texas 75240.

This Amendment No. 21 to the Schedule 13D amends and supplements the Schedule 13D as follows. Except as provided herein, this Amendment No. 21 does not modify any of the information previously reported on such Schedule 13D, including any amendment thereto.

Item 2. Identity and Background.

The following is added to the end of Item 2:

In connection with the Contribution Agreement and Assignment Agreement, each defined and described in Item 4 below, N10TR, LLC, a Delaware limited liability company (“N10TR”), is hereby added as a Reporting Person to the Schedule 13D, as amended, with respect to the Common Shares directly and beneficially owned by it. The principal business address of N10TR is 38660 Sussex Hwy., Bldg 10, #102, Delmar, Delaware 19940-3529. The principal business of N10TR is investing in securities. During the last five (5) years, N10TR has neither (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Reporting Persons are parties to a joint filing agreement pursuant to which the parties are filing this Schedule 13D. The joint filing agreement is filed as an exhibit to this Schedule 13D.

John R. Loftus, the Chairman of the Board, President and Chief Executive Officer of the Issuer, is the controlling member of N10TR.

Item 3. Source and Amount of Funds or Other Consideration.

The following is added to the end of Item 3:

The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 3, as applicable.

Item 4. Purpose of Transaction.

The following is added to the end of Item 4:

On May 20, 2019, Corrent Resources, LLC (“Corrent”), a wholly owned subsidiary of the Issuer, entered into an asset purchase agreement (the “Purchase Agreement”) with each of Echo Environmental, LLC and its wholly owned subsidiary ITAD USA, LLC (collectively the “Echo Entities”), pursuant to which the Echo entities agreed to sell, and Corrent agreed to purchase, all of the assets, rights and interests of the Echo Entities (the “Acquired Assets”) for $6,925,978 (the “Echo Transaction”). In connection with the Echo Transaction, on May 20, 2019, Corrent executed and delivered to John R. Loftus, the Issuer’s CEO, President and Chairman, a promissory note (the “Corrent Note”), pursuant to which Corrent borrowed from John R. Loftus $6,925,979, the proceeds of which were used to purchase the Acquired Assets.

On May 20, 2019, DGSE Companies, LLC (“DGSE LLC”), a wholly owned subsidiary of the Issuer, executed and delivered to John R. Loftus a promissory note (the “DGSE LLC Note”), pursuant to which DGSE LLC borrowed from John R. Loftus $3,074,021, the proceed of which were used to pay in full the approximately $3,074,021 debt owed by the Company to Elemetal, LLC (“Elemetal”) or its subsidiaries as a result of bullion-related transactions.

On May 20, 2019, Elemetal entered into a stock and note purchase agreement (the “Stock Purchase Agreement”) with John R. Loftus, pursuant to which Elemetal agreed to sell, and John R. Loftus agreed to purchase, (a) 12,814,727 shares of the Issuer (either held directly or as held in Elemetal’s wholly owned subsidiary, Truscott Capital, LLC) (the “Stock”) and all of Elemetal’s rights associated with such shares, including, but not limited to, all of Elemetal’s rights under that certain Registration Rights Agreement dated December 9, 2016 and entered into between the Issuer, Elemetal and NTR Metals, LLC, and (b) all of Elemetal’s rights in and to that certain Secured Promissory Note (the “Note”), dated December 29, 2016, in the original principal amount of $990,000, executed by BB&V, LLC and made payable to Elemetal, which Note is secured pursuant to that certain RBC Pledged Account Agreement (the “Pledge Agreement” and together with the Note, the “Note Interest”). Immediately prior to the consummation of the Stock Purchase Agreement, John R. Loftus owned (a) 100% of the outstanding uncertificated membership units and common interests of NTR Metals, LLC (the “NTR Units”), (b) 1,800 Class A Common and 11,235,859 Class J Preferred uncertificated membership units of Elemetal (the “Elemetal Units”), and (c) 85.5% of the outstanding uncertificated membership units and common interests of JL-PN, LLC (the “JL-PN Units” and together with the NTR Units and Elemetal Units, the “Membership Units”). JL-PN is a single-purpose holding company that held 657,900 (approximately 32.95%) of the outstanding uncertificated Class A Common membership units and common interests of Elemetal. The consideration paid by John R. Loftus for the Stock and the Note Interest consisted of (a) $5,000,000 in cash plus (b) all of John R. Loftus’ right, title and interest in the Membership Units.

On May 20, 2019, John R. Loftus and N10TR entered into a Contribution Agreement, dated May 20, 2019 (the “Contribution Agreement”), and an Assignment Agreement, dated May 20, 2019 (the “Assignment Agreement”), pursuant to which John R. Loftus agreed to transfer, assign, convey and deliver to N10TR all of his right, title and interest in and to the Stock, as well as all registration rights relative to the Stock. Pursuant to the Contribution Agreement and the Assignment Agreement, John R. Loftus transferred beneficial ownership in the Stock to N10TR for no consideration. The Contribution Agreement and the Assignment Agreement are filed as exhibits to this Schedule 13D.

The foregoing descriptions of the Purchase Agreement, the Corrent Note, DGSE LLC Note, the Stock Purchase Agreement, the Contribution Agreement and Assignment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which have been included as Exhibits 99.41, 99.42, 99.43, 99.44, 99.45 and 99.46, respectively, to this Amendment No. 21 and incorporated by reference herein.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

The information set forth in Items 4 and 5 hereof is hereby incorporated by reference into this Item 6, as applicable.

Item 7. Materials to be Filed as Exhibits.

Item 7 is amended and restated in its entirety to read as follows: 

* Pursuant to Item 601(b)(2) of Regulation S-K promulgated by the SEC, certain schedules and exhibits to this agreement have been omitted. The registrant hereby agrees to furnish supplementally to the SEC, upon its request, any or all omitted schedules and exhibits.

SIGNATURE

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

Dated: May 24, 2019