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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): November 6, 2026
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 |
| Item
1.01 |
Entry
Into a Material Definitive Agreement. |
On
November 6, 2026, U.S. GoldMining Inc. (the “Company”) entered into a securities purchase agreement (the
“Purchase Agreement”) with a certain institutional investor (the “Investor”), pursuant to which the Company
agreed to issue and sell in a registered direct offering (the “Offering”) 408,163 shares (the
“Shares”) of the Company’s common stock, par value $0.001 per share, at a purchase price of $4.90 per share. The
gross proceeds to the Company from the Offering are expected to be approximately $1,999,998.70 before deducting offering
expenses payable by the Company.
The
Shares will be offered by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-279435) which was
filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2024, and declared effective by the SEC on May 28,
2024, and the related base prospectus dated May 28, 2024 and a prospectus supplement dated November 6, 2026, thereunder.
The
Offering is expected to close on or about November 9,
2026, subject to the satisfaction of customary closing conditions. The Company currently plans to use the net proceeds from the
Offering for working capital and general corporate purposes.
The
Purchase Agreement includes customary representations, warranties and covenants by the Company and the Investor. The representations,
warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of the specific
dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting
parties. Additionally, the Company has agreed to provide the Investor with customary indemnification under the Purchase Agreement.
The
foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the
form of Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on form 8-K and is incorporated by reference
herein.
The
legal opinion and consent of Haynes and Boone, LLP relating to the validity of the Shares is filed as Exhibit 5.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
| Exhibit |
|
Description |
| 5.1 |
|
Opinion of Haynes and Boone, LLP |
| 10.1 |
|
Form of Securities Purchase Agreement, dated November 6, 2026, by and among the Company and the investor signatory thereto. |
| 23.1 |
|
Consent of Haynes and Boone, LLP (included in Exhibit 5.1) |
| 104 |
|
Cover
Page Interactive Data File - the cover page 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.
| Date:
November 9, 2026 |
U.S.
GOLDMINING INC. |
| |
|
|
| |
By: |
/s/
Tim Smith |
| |
Name: |
Tim
Smith |
| |
Title: |
Chief
Executive Officer |
