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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): September 12, 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
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
September 12, 2025, the Compensation Committee of the Board of Directors of U.S. GoldMining Inc. (the “Company”) approved
an amendment (the “Second Amendment”) to the vesting conditions of those certain restricted stock award agreements dated
September 23, 2022, as first amended on May 4, 2023 (the “RSAs”). The RSAs were previously awarded under the Company’s
2022 Equity Incentive Plan to certain affiliates, directors and officers, including the Company’s chief executive officer. A copy
of the form of Second Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Second Amendment to Restricted Stock Award Agreement |
| 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:
September 17, 2025 |
U.S.
GOLDMINING Inc. |
| |
|
|
| |
By: |
/s/
Tim Smith |
| |
Name: |
Tim
Smith |
| |
Title: |
Chief
Executive Officer |
