false
0001173420
0001173420
2026-01-22
2026-01-22
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: January 22, 2026 (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 January 22, 2026, NOVAGOLD Resources Inc. (“we” or the “Company”)
issued a press release announcing our financial results for the fiscal year ended November 30, 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
On January 22, 2026, we issued a press release announcing
our financial results for the fiscal year ended November 30, 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. A copy of the press release is furnished as
Exhibit 99.1 to this report and incorporated herein by reference. A copy of the press release is also available on NOVAGOLD’s website
at www.novagold.com.
The Company has published a corporate presentation on
the financial results for the fiscal year ended November 30, 2025, and providing updates on the Donlin Gold project, located on the internet
and available on NOVAGOLD’s website at www.novagold.com.
The Company has also published on its website the NI
43-101 Technical Report on the Donlin Gold Project, Alaska, USA, dated November 30, 2025 (the “NI 43-101 Technical Report”),
located on the internet and available on NOVAGOLD’s website at www.novagold.com.
The information contained in the press release attached hereto, the corporate presentation, and
the NI 43-101 Technical Report are being furnished and shall not be deemed 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 the 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 January 22, 2026 issued by NOVAGOLD RESOURCES INC. entitled “NOVAGOLD Files 2025 Year-End Report - Landmark Transaction Positions Donlin Gold as the Next Generational Project Primed for Development.” |
| |
|
| 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: January 22, 2026 |
NOVAGOLD RESOURCES INC. |
| |
|
|
| |
By: |
/s/ Peter Adamek |
| |
|
Peter Adamek |
| |
|
Vice President and Chief Financial Officer |
