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): November 23, 2018
GOLDEN MINERALS COMPANY
(Exact name of registrant as specified in its charter)
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DELAWARE |
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1-13627 |
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26-4413382 |
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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350 Indiana Street, Suite 800
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 of this chapter). Emerging growth company o
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. o
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Item 1.01 Entry Into a Definitive Material Agreement .
On November 23, 2018, Golden Minerals Company (the “ Company ”) entered into an agreement (the “ Amendment ”) with H.C. Wainwright & Co., LLC (“ H.C. Wainwright ”) to amend the At The Market Offering Agreement, dated as of December 20, 2016, as previously amended on September 29, 2017, between the Company and H.C. Wainwright (the “ ATM Agreement ”). The Amendment extended the term of the ATM Agreement so that it shall remain in full force and effect until the earlier of December 20, 2020 and such date that the ATM Agreement is terminated pursuant to other terms of the ATM Agreement.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits
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Exhibit No. |
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Description |
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10.1 |
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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: November 23, 2018
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Golden Minerals Company |
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By: |
/s/ Robert P. Vogels |
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Name: |
Robert P. Vogels |
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Title: |
Senior Vice President, Chief Financial Officer and Corporate Secretary |
November 23, 2018
STRICTLY CONFIDENTIAL
Robert P. Vogels
Golden Minerals Company
350 Indiana Street, Suite 800
Golden, Colorado 80401
Dear Mr. Vogels:
This letter (the “Amendment”) constitutes an agreement between Golden Minerals Company (the “Company”) and H.C. Wainwright & Co., LLC (now known only as “H.C. Wainwright & Co., LLC”) (the “Manager”) to amend the At The Market Offering Agreement, dated as of December 20, 2016, as amended on September 29, 2017, between the Company and the Manager (the “ATM Agreement”), as follows:
1. Section 8(c) of the ATM Agreement is hereby amended and restated as follows:
“This Agreement shall remain in full force and effect until the earlier of December 20, 2020 and such date that this Agreement is terminated pursuant to Sections 8(a) or (b) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Sections 5, 6, 7, 8, 9, 10, 12 and 14 shall remain in full force and effect.”
Except as expressly set forth above, all of the terms and conditions of the ATM Agreement shall continue in full force and effect after the execution of this Amendment and shall not be in any way changed, modified or superseded by the terms set forth herein.
This Amendment may be executed in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement.
[remainder of page intentionally left blank]
In acknowledgment that the foregoing correctly sets forth the understanding reached by the Manager and the Company, please sign in the space provided below, whereupon this Amendment shall constitute a binding amendment to the ATM Agreement as of the date indicated above.
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Very truly yours, |
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H.C. WAINWRIGHT & CO., LLC |
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By: |
/s/ Mark Viklund |
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Name: |
Mark Viklund |
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Title: |
Chief Executive Officer |
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Accepted and Agreed: |
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GOLDEN MINERALS COMPANY |
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By: |
/s/ Robert P. Vogels |
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Name: |
Robert P. Vogels |
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Title: |
Senior Vice President and Chief Financial Officer |
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[SIGNATURE PAGE TO AUMN AMENDMENT TO ATM AGREEMENT]