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): 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.

Exhibit No.		Description
16.1		Letter from Armanino, LLP, dated as of July 7, 2023.

104		Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101.

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

Exhibit 16.1

Armanino LLP

15950 N. Dallas Parkway

Suite 600

Dallas, TX 75248-6685

972 661 1843 main

armanino.com

July 7, 2023

Securities and Exchange Commission

100 F Street N.E.

Washington D.C. 20549-7561

We have read Golden Minerals Company's statements included in Item 4.01 of its Form 8-K dated July 7, 2023 and agree with those statements concerning our firm.


/s/ Armanino LLP

Cover	Jul. 07, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 07, 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