false
0001173420
0001173420
2025-06-02
2025-06-02
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 2, 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 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 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 2, 2025, Dr. Diane Garrett notified the Chairman of the Company’s Board of Directors
of her resignation from the Company’s Board of Directors effective on the earlier of: (i) the appointment of a duly qualified successor,
or (ii) the Company’s 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). Dr. Garrett’s resignation
is not the result of any disagreements between Dr. Garrett and the Company relating to the Company’s operations, policies, or practices.
Upon the appointment of Mr. Erfan as described below, Dr. Garrett’s resignation was effective.
On July 21, 2025, Ali Erfan was appointed to the Board to serve until the Company’s 2026
Annual Meeting. The Board deems Mr. Erfan to be a non-independent director under NYSE American, TSX and Securities and Exchange Commission
(“SEC”) rules. The Board expects to appoint Mr. Erfan to one or more committees at a later date. There is no arrangement or
understanding between Mr. Erfan and any other person pursuant to which the Board selected Mr. Erfan as a director.
Electrum Strategic Resources L.P. (“Electrum”) is our largest shareholder. Mr. Erfan
currently serves as the Vice Chairman of The Electrum Group LLC, which possesses voting and investment power with respect to assets of
Electrum, including indirect investment discretion with respect to the Common Shares held by Electrum. The transactions between the Company
and Electrum have been described in the Company’s most recent Form 10-Q in “Management’s Discussion and Analysis of
Financial Condition and Results of Operations.” However, Mr. Erfan was not a director or nominee for a director at the time of such
transactions between the Company and Electrum, and has not participated in any “related party-transactions” with the Company
as set forth in Item 404(a) of Regulation S-K.
Mr. Erfan will receive the Company’s standard compensation package for non-employee directors.
A description of this standard compensation package can be found in the Company’s definitive proxy statement on Schedule 14A filed
with the SEC on March 24, 2025.
Item 7.01 Regulation FD Disclosure
On July 21, 2025, the Company issued a press release announcing: i) the
appointment of Ali Erfan to the Board, and ii) the resignation of Diane Garrett from the Board. 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 July 21, 2025 titled “NOVAGOLD Announces Appointment of New Director” |
| 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: July 22, 2025 |
NOVAGOLD RESOURCES INC. |
| |
|
|
| |
By: |
/s/ Gregory A. Lang |
| |
|
Gregory A. Lang |
| |
|
President and Chief Executive Officer |
