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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): August 27, 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
3.01 |
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
As
previously reported, on August 11, 2026, Aleksandra Bukacheva notified U.S. GoldMining Inc. (the “Company”) of her resignation
as a member of the Company’s Board of Directors (the “Board”), including as a member of the Nominating and Corporate
Governance Committee and the Compensation Committee, and as the Chairperson of the Audit Committee of the Board (the “Audit Committee”),
effective as of August 14, 2026. Her resignation was not the result of any disagreement with the Company on any matter relating to the
Company’s operations, policies or practices.
On
August 27, 2026, the Company received written notice from Nasdaq’s Listing Qualifications Department stating that, as a result
of Ms. Bukacheva’s resignation and no longer serving as a member of the Board and the Audit Committee, the Company no longer complies
with Nasdaq’s audit committee requirements set forth in Nasdaq Listing Rule 5605. However, consistent with Nasdaq Listing Rule
5605(c)(4), Nasdaq will provide the Company with a cure period in order to regain compliance as follows:
| ● | until
the earlier of the Company’s next annual shareholders’ meeting or August 14,
2027; or |
| ● | if
the next annual shareholder’s meeting is held before February 10, 2027, then the Company
must evidence compliance no later than February 10, 2027. |
Nasdaq
Listing Rule 5605(c)(2) requires the Audit Committee to consist of at least three members, each of whom is an independent director under
the Nasdaq Listing Rules and meets the heightened independence standards applicable to audit committee members.
The
Company will endeavor to achieve compliance as soon as possible and the Board is engaged in a search for an independent director to join
the Audit Committee prior to the expiration of the cure period.
The
foregoing has no immediate effect on the Company’s Nasdaq listing, subject to compliance with the listing rules.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking
Statements
Except
for the statements of historical fact contained herein, the information presented in this Current Report on Form 8-K (this “Report”)
constitutes “forward-looking statements” within the meaning of the United States federal securities laws and “forward-looking
information” within the meaning of applicable Canadian securities laws (“forward-looking statements”). Such statements
include statements with regard to the Company’s compliance with Nasdaq Listing Rule 5605(c), the Company’s timing and success
at finding a director replacement for the Audit Committee, and the Company regaining compliance with Nasdaq Listing Rule 5605(c). Words
such as “expects”, “anticipates”, “plans”, “estimates” and “intends” or similar
expressions are intended to identify forward-looking statements. Forward-looking statements are based on the Company’s current
expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict and involve known and unknown
risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially
different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and
other factors include, among others, fluctuating commodity prices, risks inherent with preliminary economic assessments and mineral resource
estimation generally, economic risks, changing economic factors, including those impacting estimated costs and expenditures and economic
returns under the PEA, variations in the underlying assumptions associated with the estimation or realization of mineral resources, the
availability of capital to fund programs and future development work, accidents, labor disputes and other risks of the mining industry
including, without limitation, those associated with the environment, delays in obtaining governmental approvals or permits, title disputes,
other risks inherent in the exploration and development of mineral properties and the other risk factors set forth in the Company’s
filings with the U.S. Securities and Exchange Commission at www.sec.gov and Canadian Securities Administrators at www.sedarplus.ca. Although
the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from
those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated,
estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements contained in this Report on
Form 8-K. Forward-looking statements contained in this Report are made as of this date, and the Company does not undertake any duty to
update such information except as required under applicable law.
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 1, 2026 |
U.S.
GOLDMINING Inc. |
| |
|
|
| |
By: |
/s/
Tim Smith |
| |
Name:
|
Tim
Smith |
| |
Title: |
Chief
Executive Officer |
