[8-K] U.S. GoldMining Inc. Common stock Reports Material Event

Rhea-AI Filing Summary

Rapid Micro Biosystems, Inc. (RPID) filed a LIVE Form 144 indicating that shareholder Robert G. Spignesi intends to sell up to 11,881 Class A shares through Fidelity Brokerage Services on or about 14 July 2025. At the disclosed aggregate market value of $39,480.56, the transaction equates to roughly 0.03 % of the company’s 39,332,172 shares outstanding, signalling minimal dilution.

The shares were acquired on 11 July 2025 via restricted-stock vesting and are therefore compensation related. The filing also details four prior sales by the same holder between 8-11 July 2025 totalling 45,562 shares for gross proceeds of about $156,780. Under Rule 144, the filer certifies that no non-public material adverse information is known.

• Class of security: Class A common
• Broker: Fidelity Brokerage Services LLC, Smithfield, RI
• Proposed exchange: NASDAQ
• Recent selling cadence: ~11–12 k shares per day during 8-11 July 2025

While the absolute dollar amount is modest, the consecutive insider sales may be monitored by investors as a sentiment indicator.

Positive

• Transparent disclosure via timely Form 144 allows investors to track insider activity.
• Dilution impact is negligible: 11,881 shares equal ~0.03 % of total shares outstanding.

Negative

• Continued insider selling (over 57 k shares within one week) may be interpreted as weak insider conviction.
• Additional market supply of shares could exert minor short-term pressure on RPID’s share price.

Insights

Financial Analyst

TL;DR: Small, routine insider sale; negligible dilution, modest negative sentiment.

The Form 144 registers another 11,881 RPID shares for sale by Robert G. Spignesi, following four sales over the preceding week. Collectively (~57 k shares) the disposals represent only 0.15 % of outstanding shares and stem from RSU vesting, suggesting liquidity management rather than a strategic exit. The dollar value is immaterial and should not affect fundamentals, but continuing insider supply can weigh marginally on market perception until absorbed.

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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 (Date of earliest event reported): July 14, 2025

 

U.S. GoldMining Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation)

 

001-41690		37-1792147
(Commission File Number)		(IRS Employer Identification No.)

 

1188 West Georgia Street, Suite 1830

Vancouver, BC, Canada, V6E 4A2

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (604) 388-9788

 

Not Applicable

(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:

 

☐	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))

 

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. ☐

 

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 Stock, par value $0.001 per share		USGO		The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $13.00		USGOW		The Nasdaq Stock Market LLC

     

Item 7.01 Regulation FD Disclosure.

 

On July 14, 2025, GoldMining Inc. (“GoldMining”), the parent company of U.S. Goldmining Inc. (the “Company”), filed a Report of Foreign Private Issuer on Form 6-K with the U.S. Securities and Exchange Commission its unaudited condensed consolidated interim financial statements for the three and six months ended May 31, 2025 and 2024 (the “Financial Statements”), and management’s discussion and analysis for the three and six months ended May 31, 2025 (the “MD&A”). The Financial Statements and MD&A include certain unaudited financial information of the Company for the three and six months ended May 31, 2025.

 

The foregoing descriptions of the Financial Statements and MD&A do not purport to be complete and are qualified in their entirety by the full text of the Financial Statements and MD&A, copies of which are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.

 

Cautionary Statement Regarding the Financial Statements and MD&A

 

The Company cautions investors and potential investors not to place undue reliance upon the financial information of the Company contained in the Financial Statements and MD&A, which were not prepared for the purpose of providing the basis for an investment decision relating to any of the Company’s securities. The Financial Statements and MD&A are limited in scope, cover a limited time period and have been prepared solely for the purpose of GoldMining’s reporting requirements. The Financial Statements and MD&A were not audited by independent accountants, were not prepared in accordance with generally accepted accounting principles in the United States and are subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the financial information of the Company disclosed in the Financial Statements and MD&A is complete. The Company has not yet completed its quarter-end financial close processes for the fiscal quarter ended June 30, 2025, as such the information contained in the Financial Statements and MD&A is based on financial information currently available to the Company, including certain assumptions and estimates by management, and should be considered preliminary. As such, the Company’s actual results for the quarterly period covered in part by the Financial Statements and MD&A may materially vary from the preliminary results presented in such documents. The Financial Statements and MD&A also contain information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Financial Statements and MD&A should not be viewed as indicative of future results.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Condensed consolidated interim financial statements of GoldMining Inc. for the three and six months ended May 31, 2025 and 2024 (unaudited).
99.2		Management’s discussion and analysis of GoldMining Inc. for the three and six months ended May 31, 2025.
104		Cover Page Interactive Data File (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.

 

Date: July 14, 2025	U.S. GOLDMINING INC.
	By:	/s/ Tim Smith
	Name:	Tim Smith
	Title:	Chief Executive Officer

 

FAQ

How many Rapid Micro Biosystems (RPID) shares are being registered for sale?

The filing covers 11,881 Class A shares under Rule 144.

What is the approximate market value of the shares to be sold?

The aggregate value stated is $39,480.56.

When is the proposed sale date for the RPID shares?

The filer lists an approximate sale date of 14 July 2025.

How many shares of Rapid Micro Biosystems are outstanding according to the filing?

The document shows 39,332,172 shares outstanding.

What insider sales occurred during the past three months?

Between 8-11 July 2025, Robert G. Spignesi sold 45,562 shares for gross proceeds of roughly $156,780.

How were the shares being sold originally acquired?

They were acquired through restricted-stock vesting on 11 July 2025 as compensation.