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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): February
9, 2026
DAKOTA
GOLD CORP.
(Exact name of registrant as specified in its charter)
| Delaware |
001-41349 |
85-3475290 |
(State or other jurisdiction of
incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
| |
|
|
|
106
Glendale Drive, Suite A,
Lead, South Dakota, United States 57754
(Address of principal executive offices) (Zip Code) |
| |
(605) 906-8363
(Registrant's telephone number,
including area code)
|
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:
| ¨ | 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, par value $0.001 per share |
|
DC |
|
NYSE American LLC |
| Warrants, each whole warrant exercisable for one share of the Registrant’s common stock at an exercise price of $2.08 per share |
|
DC.WS |
|
NYSE American LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
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.
On February 9, 2026,
Dakota Gold Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BMO
Capital Markets Corp. and Scotia Capital Inc., as representatives of the several underwriters named therein (the “Underwriters”),
pursuant to which the Company agreed to issue and sell an aggregate of 12,336,000 shares of its common stock, par value $0.001 (the “Shares”),
to the Underwriters (the “Offering”). The Company granted the Underwriters an option to purchase up to an additional 1,850,400
Shares within 30 days. The Shares were offered to the public at an offering price of $6.08 per Share.
The Underwriting Agreement
contains customary representations and warranties, conditions to closing, market standoff provisions, termination provisions and indemnification
obligations, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Offering is
being made pursuant to the shelf registration statement on Form S-3 (File No. 333-288922) that was filed by the Company with
the Securities and Exchange Commission (the “SEC”) on July 24, 2025 and declared effective by the SEC on August 8,
2025, and a related prospectus supplement, dated February 9, 2026, filed with the SEC pursuant to Rule 424(b) under the
Securities Act.
The Offering closed on February 11,
2026. The Company estimates that the net proceeds from the Offering will be approximately $70.55 million, after deducting underwriting
discounts and commissions and estimated Offering expenses. The Company intends to use the net proceeds from this offering for working
capital and other general corporate purposes.
The
Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and the foregoing description of the terms
of the Underwriting Agreement is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated February 9, 2026 |
| |
|
|
| 5.1 |
|
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP |
| |
|
|
| 23.1 |
|
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1) |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
DAKOTA GOLD CORP. |
| |
|
| |
/s/ Shawn Campbell |
| |
Name: |
Shawn Campbell |
| |
Title: |
Chief Financial Officer |
Date: February 11, 2026
