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 7, 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. ¨
| Item 4.01 | Changes in Registrant’s Certifying Accountant. |
The Company selected Haynie & Company (“Haynie”) as the Company’s new independent registered public accounting firm to audit the Company’s consolidated financial statements as of and for the year ending December 31, 2023. The Audit Committee of the Company unanimously approved the appointment of Haynie, subject to completion of Haynie’s client acceptance procedures, which were completed on June 22, 2023. The decision to change the Company's independent registered public accounting firm was the result of a request for proposal process. The Company has not previously consulted with Haynie on any matter related to its financial statements.
The Company’s prior engagement with Armanino, LLP (“Armanino”) as the Company’s independent registered public accounting firm has been terminated by mutual agreement of the Company’s Audit Committee and Armanino. The termination of the engagement was effective as of July 7, 2023.
The audit reports of Armanino on the Company’s financial statements for the fiscal year ended December 31, 2022 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the two most recent fiscal years ended December 31, 2021 and 2022 and through the subsequent interim period preceding Armanino’s dismissal, there were no disagreements between the Company and Armanino on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Armanino, would have caused it to make reference thereto in its reports on the Company’s financial statements for such fiscal years.
During the two most recent fiscal years ended December 31, 2021 and 2022 and through the subsequent interim period preceding Armanino’s dismissal, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Armanino with a copy of these disclosures as set forth under this Item 4.01 and requested that Armanino furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether Armanino agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of the response letter from Armanino is attached hereto as Exhibit 16.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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 7, 2023
| | Golden Minerals Company |
| | |
| | By: | /s/ Julie Z. Weedman |
| | | Name: Julie Z. Weedman |
| | | Title: Senior Vice President and Chief Financial Officer |
