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Share Name | Share Symbol | Market | Type |
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Golden Minerals Co | AMEX:AUMN | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.0158 | 3.34% | 0.4888 | 0.4888 | 0.4586 | 0.47 | 169,771 | 00:42:27 |
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): July 19, 2019 (July 17, 2019)
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 |
(State or other jurisdiction of
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(Commission
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(I.R.S. Employer
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350 Indiana Street, Suite 650
Golden, Colorado 80401
(Address of principal executive offices) (Zip Code)
Registrants 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))
Securities registered pursuant to Section 12(b) of the Act:
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Trading
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Name of each exchange
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Common Stock, $0.01 par value |
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AUMN |
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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 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 Material Definitive Agreement
Offering and Private Placement Transaction
On July 17, 2019, Golden Minerals Company (the Company), a Delaware corporation, entered into a Securities Purchase Agreement with certain institutional investors (the Securities Purchase Agreement) providing for the issuance and sale by the Company in a registered direct offering (the Offering) of 8,653,846 shares of common stock at a price of $0.26 per share (the Offering Shares), and in a concurrent private placement transaction, the issuance of 8,653,846 Series A warrants (the Series A Warrants) to purchase up to 8,653,846 shares of the Companys common stock at an exercise price of $0.35 per share, for aggregate gross proceeds of $2.25 million. Furthermore, each of the investors in the Offering held warrants that were issued by the Company in May 2016 and were exercisable until November 2021 at an exercise price of $0.75 per share. In connection with the Offering, the Company also agreed to exchange, on a one-for-one basis, the May 2016 warrants for Series B warrants (the Series B Warrants and together with the Series A Warrants, the Warrants) to purchase 4,500,000 shares of common stock at an exercise price of $0.35 per share. The issuance of the Series A Warrants and the Series B Warrants is together referred to as the Private Placement.
The Offering Shares are registered pursuant to the Companys registration statement on Form S-3 (File No. 333-220461), and a prospectus supplement thereto filed with the Securities and Exchange Commission (SEC). The Warrants were offered and sold without registration under the Securities Act of 1933, as amended (the Act), in reliance on the exemptions provided by Section 4(a)(2) of the Act and/or Regulation D promulgated thereunder. Each Series A Warrant is exercisable six months from the date of issuance and has a term expiring five years after such initial exercise date. Each Series B Warrant is exercisable six months from the date of issuance, has a term expiring in May 2022, but is otherwise subject to the same terms and conditions as the Series A Warrants.
H.C. Wainwright & Co. (the HCW) acted as the exclusive placement agent in connection with the Offering and Private Placement. HCW did not purchase or sell any securities, nor was it required to arrange the purchase or sale of any minimum number or dollar amount of securities. HCW agreed to use its reasonable best efforts to arrange for the sale of the Offering Shares and Warrants (together, the Securities). HCW was paid a cash fee equal to six percent (6%) of the aggregate gross proceeds received by the Company from the sale of the Securities at the closing of the Offering and Private Placement and received $35,000 for reimbursement of its expenses.
The Company intends to use the proceeds from the Offering and Private Placement for working capital requirements and general corporate purposes.
The Offering and concurrent Private Placement closed on July 19, 2019.
Additional Shares Resulting from the Offering and Private Placement
As a result of anti-dilution provisions in certain of the Companys outstanding warrants, the consummation of the Offering and Private Placement will result in adjustments that reduce the exercise price and increase the number of shares issuable under certain of the Companys outstanding warrants.
In September 2014, the Company closed on a public offering in which it sold units consisting of one share of common stock and a five-year warrant to acquire one half of a share of common stock at an exercise price of $1.21 per share (the 2014 Warrants). The exercise price was subsequently adjusted downward after a number of anti-dilution adjustments and, prior to the Offering and Private Placement Transaction, was $0.84 per share, with warrant holders having the right to purchase an aggregate of 5,551,344 shares of common stock for the 9,492,000 outstanding 2014 Warrants. Pursuant to the anti-dilution provisions in the 2014 Warrants, at the closing of Offering and Private Placement Transaction, the number of shares of common stock issuable upon exercise of the 2014 Warrants was increased from 5,551,344 shares to 5,687,421 shares (136,077 share increase), and the 2014 Warrants exercise price was decreased from $0.84 per share to approximately $0.80 per share.
Item 3.02 Unregistered Sales of Equity Securities
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
The foregoing descriptions of the Securities Purchase Agreement, Series A Warrant and Series B Warrant are not complete and are qualified in their entirety by reference to the full text of the agreements, a copy of which is filed as Exhibit 10.1, 10.2 and 10.3, respectively to this report and are incorporated by reference herein.
A copy of the opinion of Davis Graham & Stubbs LLP relating to the legality of the issuance and sale of the Offering Shares in the Offering is attached as Exhibit 5.1 to this report.
(d) Exhibits
Exhibit
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Description |
5.1 |
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10.1 |
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10.2 |
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10.3 |
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23.1 |
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Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1) |
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: July 19, 2019
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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 |
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Chief Financial Officer |
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