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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): August 22, 2023
GOLDEN MINERALS COMPANY
(Exact name of registrant as specified in its
charter)
delaware |
1-13627 |
26-4413382 |
(State or other jurisdiction of
incorporation or
organization) |
(Commission
File Number) |
(I.R.S. Employer
Identification Number) |
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 |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, $0.01 par value |
|
AUMN |
|
NYSE American |
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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. ¨
TABLE OF CONTENTS
Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
As previously disclosed, Golden Minerals Company
(the “Company”) received written notification (the “Notice”) from the NYSE American LLC (the “NYSE American”)
on June 6, 2023 that the Company is not in compliance with Section 1003(a)(iii) of the NYSE American Company Guide (the
“Company Guide”). The Company is required to report a stockholders’ equity of $6.0 million or more if the Company has
reported losses from continuing operations and/or net losses in its five most recent fiscal years. The Company reported stockholders’
equity of $4.1 million as of March 31, 2023, and $5.6 million as of June 30, 2023, and losses from continuing operations and/or
net losses in each of its five most recent fiscal years ended December 31, 2022. As a result, the Company became subject to the procedures
and requirements of Section 1009 of the Company Guide and was required to submit a plan of compliance by July 6, 2023, addressing
how the Company intends to regain compliance with Section 1003(a)(iii) of the Company Guide by December 6, 2024. The Company
timely submitted a plan of compliance to the NYSE American addressing how the Company intends to regain compliance with Section 1003(a)(iii) of
the Company Guide by December 6, 2024.
On August 22, 2023, the Company received notice
from the NYSE American that it has accepted the Company’s plan of compliance and granted a plan period until December 6, 2024,
in order to regain compliance. The Company’s progress toward regaining compliance is subject to periodic review by the NYSE American,
including quarterly monitoring for compliance with the initiatives outlined in the plan of compliance.
The Notice has no immediate effect on the Company’s
common stock or its business operations. The Company’s common stock will continue to be listed on the NYSE American under the symbol
“AUMN” while it regains compliance with Section 1003(a)(iii) of the Company Guide, subject to the Company’s
compliance with other continued listing requirements.
Item 7.01 |
Regulation FD Disclosure. |
On August 23, 2023, the Company issued a press
release announcing NYSE American’s acceptance of the Company’s plan to regain compliance with Section 1003(a)(iii) of
the Company Guide. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in Item 7.01 of this
Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing by the company under the Securities Act of 1933 or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing.
| 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: August 24, 2023
|
Golden Minerals Company |
|
|
|
By: |
/s/ Julie Z. Weedman |
|
|
Name: Julie Z. Weedman |
|
|
Title: Senior Vice President and Chief Financial Officer |
Exhibit 99.1
Golden Minerals
Receives NYSE Acceptance of Plan to Regain Listing Compliance
GOLDEN, CO - /BUSINESS WIRE/ - August 23,
2023 – Golden Minerals Company (“Golden Minerals,” “Golden” or the “Company”) (NYSE-A: AUMN
and TSX: AUMN) announced today that the NYSE American (the “NYSE”) has accepted the Company’s business plan to regain
compliance with the continued listing standards set forth in Section 1003(a)(iii) of the NYSE American Company Guide.
As previously disclosed, on June 6, 2023,
the Company received written notice from the NYSE that the Company was not in compliance with Section 1003(a)(iii) which requires
a listed company to have stockholders’ equity of at least (US) $6 million when such issuer has sustained losses from continuing
operations and/or net losses in its five most recent fiscal years. The Company reported stockholders’ equity of $4.1 million as
of March 31, 2023 and $5.6 million as of June 30, 2023. On August 22, 2023, the NYSE accepted the Company’s plan
to regain compliance and has granted to the Company a cure period of up to 18 months from the original notice of non-compliance, or until
December 6, 2024.
The listing of the Company’s common stock
will continue pursuant to an extension during the plan period, during which time the Company will be subject to periodic review to determine
whether it is making progress consistent with the accepted plan. Failure to make progress consistent with the plan or to regain compliance
with the continued listing standards by December 6, 2024 could result in the Company’s shares of common stock being delisted
from the NYSE American.
About Golden Minerals
Golden Minerals is a gold and silver producer
based in Golden, Colorado. The Company is primarily focused on initiating production at its Velardeña Properties (Mexico), advancing
its Yoquivo gold-silver property (Mexico), advancing its El Quevar silver property (Argentina) through partner-funded exploration and
on acquiring and advancing selected mining properties in Mexico, Nevada and Argentina.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of
1934, as amended, and applicable Canadian securities legislation, including statements regarding the Company's plan to regain compliance
with the continued listing standards of the NYSE American. These statements are subject to risks and uncertainties, including the Company’s
ability to obtain a source of capital sufficient to allow it to restart operations at the Velardeña Properties and continue to
pay general and administrative expenses; changes in interpretations of geological, geostatistical,
metallurgical, mining or processing information and interpretations of the information resulting from exploration, analysis or mining
and processing experience; and the Company’s ability to successfully mine the Velardeña
Properties as contemplated in the PEA. Golden Minerals assumes no obligation to update this information. Additional risks relating to
Golden Minerals may be found in the periodic and current reports filed with the Securities and Exchange Commission by Golden Minerals,
including the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Page 1 of 2
GOLDEN MINERALS COMPANY
350 Indiana Street – Suite 650 –
Golden, Colorado 80401 – Telephone (303) 839-5060
Follow
us at www.linkedin.com/company/golden-minerals-company/ and https://twitter.com/Golden_Minerals.
For
additional information please visit http://www.goldenminerals.com/ or contact:
Golden Minerals Company
Karen Winkler, Director of Investor Relations
(303) 839-5060
SOURCE: Golden Minerals Company
Page 2 of 2
GOLDEN MINERALS COMPANY
350 Indiana Street – Suite 650 –
Golden, Colorado 80401 – Telephone (303) 839-5060
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