UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
Pursuant to
Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including
area code: (
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 | ||
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 |
| Item 9.01 | Financial Statements and Exhibits |
| Signature |
Item 8.01 Other Events.
The Company is party to 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 ("Common Stock”), on the NYSE American, or on any other existing United States trading market for its Common Stock, through Wainwright as sales manager. On December 11, 2020, the Company filed a prospectus supplement with the Securities and Exchange Commission (the “SEC”) related to the offer and sale of up to $4,027,000 shares of Common Stock. On March 29, 2023, the Company filed a new prospectus supplement (the “Prospectus Supplement”) with the SEC in connection with the ATM Offering, under which the Company may offer and sell shares of Common Stock having a maximum aggregate sales price of up to $10,000,000, in addition to amounts previously sold.
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.
| (d) | Exhibits. |
| Exhibit No. |
Description | ||
| 5.1 | Opinion of Davis Graham & Stubbs LLP | ||
| 23.1 | Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1) | ||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101. |
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: April 4, 2023
| Golden Minerals Company | |||
| By: | /s/ Julie Z. Weedman | ||
| Name: | Julie Z. Weedman | ||
| Title: | Senior Vice President, Chief Financial Officer and Corporate Secretary | ||