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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: June 25, 2025 (Date of earliest event reported)
NOVAGOLD RESOURCES INC.
(Exact
Name of Registrant as Specified in Its Charter)
| British Columbia |
001-31913 |
N/A |
| (State of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification) |
201 South Main Street, Suite 400, Salt Lake City, Utah 84111
(Address of principal executive offices) (Zip Code)
(801) 639-0511
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former name or former address, if changed since last report)
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 Shares |
NG |
NYSE American
Toronto Stock Exchange |
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).
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 2.02 Results of Operations and Financial Condition
On June 25, 2025, NOVAGOLD Resources Inc. (“we” or the “Company”)
issued a press release announcing our financial results for the fiscal quarter ended May 31, 2025. A copy of the press release is furnished
as Exhibit 99.1 to this report and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information
in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that section,
and shall not be incorporated by reference into any registration statement or other document filed under Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 7.01 Regulation FD Disclosure
On June 25, 2025, we issued a press release announcing our financial results
for the fiscal quarter ended May 31, 2025, and providing updates on the Donlin Gold project. A copy of the press release is furnished
as Exhibit 99.1 to this report and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information
in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of
the Exchange Act or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration
statement or other document filed under Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
Description |
| |
|
| 99.1 |
Press release, dated June 25, 2025, issued by NOVAGOLD RESOURCES INC. entitled “NOVAGOLD
Files Second Quarter 2025 Report” |
| |
|
| 104 |
Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive
Data File because its XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
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.
| Dated: June 25, 2025 |
NOVAGOLD RESOURCES INC. |
| |
|
|
| |
By: |
/s/ Peter Adamek |
| |
|
Peter Adamek |
| |
|
Vice President and Chief Financial Officer |
