false
0001173420
0001173420
2025-10-01
2025-10-01
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: October 1, 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
October 1, 2025, NOVAGOLD Resources Inc. (“we” or the “Company”) issued a press release announcing our financial
results for the fiscal quarter ended August 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
October 1, 2025, we issued a press release announcing our financial results for the fiscal quarter ended August 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 October 1, 2025, issued by NOVAGOLD RESOURCES INC. entitled “NOVAGOLD Files Third 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: October
1, 2025 |
NOVAGOLD RESOURCES
INC. |
|
|
|
|
|
|
By: |
/s/
Peter Adamek |
|
|
|
Peter
Adamek |
|
|
|
Vice President
and Chief Financial Officer |
