[10-K/A] U S GLOBAL INVESTORS INC Amends Annual Report
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the Fiscal Year Ended
or
for the transition period from _____ to _____
Commission File Number
(Exact name of registrant as specified in its charter)
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(IRS Employer Identification No.) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Trading symbol(s) |
Name of each exchange on which registered |
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$0.025 par value per share |
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
Yes ☐
Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐ |
Accelerated filer ☐ |
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Smaller reporting company |
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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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes
The aggregate market value of the 10,059,960 shares of nonvoting class A common stock held by nonaffiliates of the registrant was $
On August 21, 2025, there were 13,866,999 shares of Registrant’s class A nonvoting common stock issued and
Documents incorporated by reference: None
Auditor information:
Explanatory Note
This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of U.S. Global Investors, Inc. for the fiscal year ended June 30, 2025, as originally filed with the Securities and Exchange Commission on September 8, 2025 (the “Original Filing.”)
This Amendment is being filed solely to correct the dates on the certifications of our Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002, which were incorrect in the Original Filing. The corrected certifications are filed as Exhibits 32.2 to this Amendment.
No other changes have been made to the Original Filing. This Amendment does not reflect events that may have occurred subsequent to the filing of the Original Filing, and except as described above, does not modify or update any of the disclosures in the Original Filing.
Part IV
Item 15. Exhibits, Financial Statement Schedules
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(a) |
The following documents are filed as part of this Amendment No. 1: |
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3. |
Exhibits |
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3.1 |
Fourth Restated and Amended Articles of Incorporation of Company, incorporated by reference to the Company’s Form 10-Q for the quarter ended March 31, 2007 (EDGAR Accession Number 000095134-07-010817) |
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3.2 |
Amended and Restated By-Laws of Company, incorporated by reference to Exhibit 3.02 of the Company’s Form 8-K filed on November 8, 2006, (EDGAR Accession Number 0000754811-06-000076) |
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4.1 |
Description of Capital Stock, incorporated by reference to the Company’s Form 10-K for the year ended June 30, 2019 (Edgar Accession No. 0001185185-19-001226) |
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10.1 |
Advisory Agreement with U.S. Global Investors Funds, dated October 1, 2008, incorporated by reference to Post-Effective Amendment 100 filed October 1, 2008 (EDGAR Accession No. 0000950134-08-017422) |
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10.2 |
Distribution Agreement dated December 10, 2015, by and between U.S. Global Investors Funds and Foreside Fund Services, LLC, incorporated by reference to the Company’s Form 10-Q for the quarter ended December 31, 2015, filed February 12, 2016 (EDGAR Accession No. 0001185185-16-003686) |
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10.3 |
Novation to the Distribution Agreement dated December 10, 2015, by and between U.S. Global Investors Funds and Foreside Fund Services, LLC, incorporated by reference to U.S. Global Investors Funds, Post-Effective Amendment No. 127, filed April 28, 2017 (EDGAR Accession No. 0001398344-17-005412) |
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10.4 |
Distribution Services Agreement dated December 10, 2015, by and between U.S. Global Investors, Inc. and Foreside Fund Services, LLC, incorporated by reference to the Company’s Form 10-Q for the quarter ended December 31, 2015, filed February 12, 2016 (EDGAR Accession No. 0001185185-16-003686) |
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10.5 |
Amended and Restated Administrative Services Agreement dated December 9, 2015, by and between U.S. Global Investors Funds and U.S. Global Investors, Inc., incorporated by reference to the Company’s Form 10-Q for the quarter ended December 31, 2015, filed February 12, 2016 (EDGAR Accession No. 0001185185-16-003686) |
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10.6 |
Distribution Plan Pursuant to Rule 12b-1 adopted December 9, 2015 by the Board of Trustees of U.S. Global Investors Funds, incorporated by reference to the Company’s Form 10-Q for the quarter ended December 31, 2015, filed February 12, 2016 (EDGAR Accession No. 0001185185-16-003686) |
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10.7 |
United Services Advisors, Inc. 1989 Non-Qualified Stock Option Plan, incorporated by reference to Exhibit 4(a) of the Company’s Registration Statement No. 33-3012, Post-Effective Amendment No. 2, filed on Form S-8 with the Commission on April 23, 1997 (EDGAR Accession No. 0000754811-97-000004) |
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10.8 |
U.S. Global Investors, Inc. 1997 Non-Qualified Stock Option Plan, incorporated by reference to Exhibit 4 of the Company’s Registration Statement No. 333-25699 filed on Form S-8 with the Commission on April 23, 1997 (EDGAR Accession No. 0000754811-97-000003) |
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10.9 |
2010 Stock Incentive Plan, amended May 26, 2020, incorporated by reference to the Company’s Form 8-K filed on May 28, 2020 (EDGAR Accession No. 0001185185-20-000741) |
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10.10 |
(A) Advisory Agreement with ETF Series Solutions dated February 19, 2015, incorporated by reference to Post-Effective Amendment 53 filed April 22, 2015 (EDGAR Accession No. 0000894189-15-001923) |
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(B) Amended Schedule A to Advisory Agreement with ETF Series Solutions, incorporated by reference to Post-Effective Amendment 210 filed June 8, 2017 (EDGAR Accession No. 0000894189-17-003025) |
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| (C) Amended Schedule A to Advisory Agreement with ETF Series Solutions, incorporated by reference to Post-Effective Amendment 755 and Amendment 756 filed October 28, 2021 (EDGAR Accession No. 0000894189-21-007557) | |
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14.01 |
Code of Ethics for Principal Executive and Senior Financial Officers, adopted December 15, 2003, and amended February 17, 2016, incorporated by reference to the Company’s Form 10-Q for the quarter ended March 31, 2016, filed on May 12, 2016 (EDGAR Accession No. 0001185185-16-004512) |
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14.02 |
Code of Ethics, incorporated by reference to the Company’s Form 10-Q for the quarter ended December 31, 2019 (EDGAR Accession No. 0001185185-20-000164) |
| 19 | Insider Trading Policy (filed as part of Exhibit 14.01 and 14.02) |
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21** |
List of Subsidiaries of the Company |
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23.1** |
Grant Thornton LLP consent of independent registered public accounting firm for Form 10-K for U.S. Global Investors, Inc. |
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31.1** |
Rule 13a-14(a) Certifications (under Section 302 of the Sarbanes-Oxley Act of 2002) |
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31.2* |
Rule 13a-14(a) Certifications (under Section 302 of the Sarbanes-Oxley Act of 2002), included herein. |
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32.1** |
Section 1350 Certifications (under Section 906 of the Sarbanes-Oxley Act of 2002) |
| 32.2* | Section 1350 Certifications (under Section 906 of the Sarbanes-Oxley Act of 2002), included herein. |
| 97 | U.S. Global Investors, Inc. Compensation Clawback Policy, incorporated by reference to the Company's Form 10-K for the year ended June 30, 2024, filed on September 10, 2024 (EDGAR Accession No. 0001437749-24-028889) |
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101.INS |
Inline XBRL Instance Document. |
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101.SCH |
Inline XBRL Taxonomy Extension Schema Document. |
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101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
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101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
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101.LAB |
Inline XBRL Taxonomy Extension Labels Linkbase Document. |
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101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
*Filed herewith.
**Filed with Original Form 10-K.
Signatures
Pursuant to the requirements of Section 13 of 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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U.S. Global Investors, Inc. |
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By: /s/ Frank E. Holmes |
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Frank E. Holmes |
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Date: September 18, 2025 |
Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Signature |
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/s/ Frank E. Holmes |
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Frank E. Holmes |
Chief Executive Officer Chief Investment Officer Director |
September 18, 2025 |
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/s/ Thomas F. Lydon, Jr. |
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Thomas F. Lydon, Jr. |
Director |
September 18, 2025 |
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/s/ Jerold H. Rubinstein |
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Jerold H. Rubinstein |
Chairman, Board of Directors |
September 18, 2025 |
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/s/ Roy D. Terracina |
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Roy D. Terracina |
Director |
September 18, 2025 |
| /s/ Bobby D. Duncan | ||
| Bobby D. Duncan | Director | September 18, 2025 |
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/s/ Lisa C. Callicotte |
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Lisa C. Callicotte |
Chief Financial Officer |
September 18, 2025 |
