Form 8-K - Current report

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	Results of Operations and Financial Condition.

Item 7.01	Regulation FD Disclosure.

Item 9.01	Financial Statements and Exhibits.

Signature

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.

(d)

Exhibits.

	Exhibit No.		Description
	99.1		Press release of Golden Minerals Company, dated August 23, 2023.

	104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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

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

Cover	Aug. 22, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 22, 2023
Entity File Number	1-13627
Entity Registrant Name	GOLDEN MINERALS COMPANY
Entity Central Index Key	0001011509
Entity Tax Identification Number	26-4413382
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	350 Indiana Street
Entity Address, Address Line Two	Suite 650
Entity Address, City or Town	Golden
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80401
City Area Code	303
Local Phone Number	839-5060
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	AUMN
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false