Current Report Filing (8-k)
12 December 2020 - 8:02AM
Edgar (US Regulatory)
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 11, 2020
GOLDEN MINERALS COMPANY
(Exact name of registrant as specified in
its charter)
DELAWARE
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1-13627
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26-4413382
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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350 Indiana Street, Suite 650
Golden, Colorado 80401
(Address of principal executive offices)
(Zip code)
Registrant’s telephone number, including
area code: (303) 839-5060
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 (see General
Instruction A.2. below):
¨ 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
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $0.01 par value
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AUMN
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NYSE American
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ¨
TABLE OF CONTENTS
Item 8.01 Other Events.
On December 20,
2016, Golden Minerals Company (the “Company”) entered into an At The Market Offering Agreement (the “ATM
Agreement”) with H. C. Wainwright & Co., LLC (“Wainwright”), under which the Company
may, from time to time, issue and sell shares of the Company’s common stock, $0.01 par value per share, on the NYSE American,
or on any other existing United States trading market for its common stock, through Wainwright as sales manager for aggregate sales
proceeds of up to $5,000,000 (the “ATM Offering”). A copy of the ATM Agreement was filed with the
Securities and Exchange Commission (the “SEC”) on a Current Report on Form 8-K on December 20,
2016.
On October 1, 2020,
the Company filed a new shelf registration statement (the “New Shelf Registration Statement”) with the
SEC on Form S-3 (No. 333-249218), which replaced the existing shelf registration statement on Form S-3 (No. 333-220461) filed with
the SEC on September 14, 2017 and declared effective on September 28, 2017. On October 14, 2020, the New Shelf Registration Statement
was declared effective. On December 11, 2020, the Company will file a new prospectus supplement (the “Prospectus Supplement”)
with the SEC in connection with the ATM Offering. As of the date of the Prospectus Supplement, the Company may offer and sell shares
of common stock having a maximum aggregate sales price of up to $4,027,000 pursuant to the Prospectus Supplement.
On December 11,
2020, the Company entered into an agreement (the “Amendment”) with Wainwright to amend the ATM Agreement,
as previously amended on September 29, 2017 and November 23, 2018. The Amendment, among other things, (i) extended the term
of the ATM Agreement so that it shall remain in full force and effect until such date that the ATM Agreement is terminated
pursuant to certain other terms of the ATM Agreement or upon mutual agreement by the parties, and (ii) reflects the New Shelf
Registration Statement.
The legal opinion of
Davis Graham & Stubbs LLP relating to the common shares being offered pursuant to the ATM Agreement and Prospectus Supplement
is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
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.
Date: December 11,
2020
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By:
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/s/ Robert P. Vogels
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Name:
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Robert P. Vogels
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Title:
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Senior Vice President, Chief Financial Officer and Corporate Secretary
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