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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): March 4, 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 warrant exercisable for one share of the Registrant’s common stock at an exercise price of $2.08 |
|
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 March 15, 2026, the publicly traded warrants
of Dakota Gold Corp. (the “Company”), each warrant exercisable for one share of the Company’s common stock, par value
$0.001 per share, at an exercise price of $2.08 (the “Warrants”), will expire pursuant to their terms as provided in the Company’s
Form of Common Stock Purchase Warrant.
In connection with the foregoing expiration, the
Warrants will cease trading under the symbol “DC.WS” on the NYSE American LLC (the “NYSE American”) before the
markets open on or about March 13, 2026 to allow for timely settlement of Warrants exercised prior to expiration. The NYSE American confirmed
with the Company that it intends to file a Form 25 with the Securities and Exchange Commission on behalf of the Company to effect the
delisting of the Warrants and the deregistration of the Warrants under Section 12(b) of the Securities Exchange Act of 1934, as amended.
The Company’s common stock will continue
to trade on the NYSE American under the symbol “DC.”
The foregoing description of the Warrants is only
a summary and is qualified in its entirety by reference to the Form of Common Stock Purchase Warrant filed as Exhibit 4.1 to this Form
8-K and incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. Forward-looking statements include, but are not limited to, disclosure regarding the timing of the halt of trading
of the Warrants and the intent of NYSE American to file a Form 25 upon the expiration of the Warrants. These statements involve known
and unknown risks, uncertainties and other factors, including potential disruption to the trading of the securities of the Company, which
may cause actual results to differ materially from those expressed or implied by such statements. For additional information regarding
factors that may cause actual results to differ materially from those indicated in our forward-looking statements, we refer you to the
risk factors included in Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as updated by
annual, quarterly and current reports that we file with the SEC, which are available at www.sec.gov. The Company undertakes no obligation
to update any forward-looking statements to reflect events or circumstances after the date hereof, except as required by applicable law.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description |
| 4.1 |
Form of Common Stock Warrant (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A filed on May 6, 2022). |
| 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: March 4, 2026
