Form 8-K - Current report

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 16, 2023

U.S. GLOBAL INVESTORS, INC.

(Exact name of registrant as specified in its charter)

Texas	0-13928	74-1598370
(State of other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7900 Callaghan Road, San Antonio, Texas 78229

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 210-308-1234


	(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 CFR230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-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
Class A common stock, $0.25 par value per share	GROW	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities 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. ☐

Item 3.01. Notice of delisting or failure to satisfy a continued listing rule or standard; transfer of listing.

On November 16, 2023, U.S. Global Investors, Inc. (the “Company”) received a letter (the “Non-Compliance Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, because the Company has not filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the “Form 10-Q”) within the prescribed time period and was delinquent in its filing of its Form 10-K for the period ended June 30, 2023 (the “Form 10-K”), the Company is not in compliance with the timely filing requirement for continued listing under Nasdaq Listing Rule 5250(c)(1).

In accordance with Nasdaq Listing Rules, the Company has until December 15, 2023, to submit a plan to regain compliance. Following receipt, Nasdaq will provide the Company with written notice of their decision. If the plan is accepted, Nasdaq may grant an extension of up to April 10, 2024.

On November 22, 2023, the Company issued a press release regarding its receipt of the Non-Compliance Letter from Nasdaq. A copy of the press release is attached hereto as Exhibit 99.1.

The Company filed a Notification of Late Filing on Form 12b-25 with the U.S. Securities and Exchange Commission (the “SEC”) on November 15, 2023, indicating that the Company would not be able to file its Form 10-Q within the prescribed time period without unreasonable effort and expense. As previously disclosed, the filing of the Company’s Form 10-K was delayed due to the additional time needed related to the determination of whether an establishment of a reserve for certain taxes was required. As a result of the delay in filing the Form 10-K, the Registrant was unable to finalize its Quarterly Report by the prescribed due date. The Company is working diligently to complete the necessary work to file its Quarterly Report.

On November 16, 2023, the Company filed its Form 10-K.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K and the exhibit attached hereto contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including with respect to the Company’s anticipated filing of the Form 10-Q. No assurance can be given that the Form 10-Q will be filed within a certain period, or that Nasdaq will continue to list the Company’s Class A common stock. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including, without limitation, those risks and uncertainties described in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023, and our other reports and filings with SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Item 9.01 — Financial Statement and Exhibits

(d) Exhibits

Exhibit 99.1 – Press Release issued by U.S. Global Investors, Inc. dated November 22, 2023.

Exhibit 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.

U.S. Global Investors, Inc.

By:/s/Lisa Callicotte

Lisa Callicotte

Chief Financial Officer

Dated: November 22, 2023

Exhibit 99.1

Contact:

Holly Schoenfeldt

Director of Marketing

210.308.1268

hschoenfeldt@usfunds.com

For Immediate Release

U.S. Global Investors Shares Optimism for Airline and Gold Sectors into Year-End, Receives Expected Nasdaq Notice Regarding Late Filing of Form 10-Q

******************************************************************************

SAN ANTONIO—November 22, 2023—U.S. Global Investors, Inc. (NASDAQ: GROW) (the “Company”), a registered investment advisory firm with longstanding experience in global markets and specialized sectors, today shares its positive outlook for two primary sectors of its investment offerings, airlines and gold, as shareholders head into year-end.

The American Automobile Association (AAA) projects a significant increase in Thanksgiving travel this year with 55.4 million travelers expected, positioning the U.S. to witness the third-highest Thanksgiving forecast since AAA began tracking holiday travel back in 2000.

“The projection from AAA also specifically points out that the number of air travelers is on the rise this year, which is positive news for our biggest product, our airline ETF,” says Frank Holmes, CEO and Chief Investment Officer. “In fact, 4.7 million people are expected to fly over the Thanksgiving holiday this week. I believe the enthusiasm to travel will remain strong through the holiday months and even into 2024, signaling a return to normalcy post-pandemic, but also hinting at growing consumer confidence.”

The global gold market has also witnessed a notable upward trend in prices in 2023, and the Company notes several factors contributing to the run up. Economic uncertainties and geopolitical tensions, for example, have heightened investor anxiety, prompting a shift toward historically safe-haven assets like gold. In addition, central bank policies, including accommodative monetary measures, have played a role.

“Investors are seeking stability in an increasingly volatile global economic landscape, a landscape we don’t see changing drastically anytime soon. This has turned people’s attention to gold,” Holmes continues. “At U.S. Global, we offer several options for investors to take advantage of gold’s status as a store of value. I believe these remain a sound way to gain exposure to the yellow metal through mining and royalty names without the need for physical ownership.”

Expected Nasdaq Notice Regarding Late Filing

On November 16, 2023, the Company received a standard notification letter (the “Nasdaq notice” or “notice”) from the Nasdaq Listing Qualifications Department of Nasdaq notifying the Company that it remains out of compliance with Nasdaq Listing Rules, which requires timely filing of all required financial reports with the U. S. Securities and Exchange Commission (“SEC”), for failing to file its Form 10-Q for the quarter ended September 30, 2023 (the “Quarterly Report”) within the prescribed timeframe.

The Nasdaq notice has no immediate impact on the listing or trading of the Company’s common stock on the Nasdaq Capital Market. The notice provides that the Company has until December 15, 2023, to submit a plan to regain compliance with respect to delinquent reports. Any Staff exception to allow the Company to regain compliance, if granted, will be limited to a maximum of 180 calendar days from the due date of the Initial Delinquent Filing, or April 10, 2024.

As previously disclosed, the Company’s filing of the Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (the “Form 10-K”) was delayed due to the additional time needed related to the determination of whether an establishment of a reserve for certain taxes was required. The Company filed the Form 10-K on November 16, 2023. The delayed filing of the Form 10-K had the effect of decreasing the time available for the Company to prepare and finalize its Quarterly Report. The Company is working diligently to complete the necessary work to file its Quarterly Report.

This announcement is made in compliance with the Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a notification of deficiency.

About U.S. Global Investors, Inc.

The story of U.S. Global Investors goes back more than 50 years when it began as an investment club. Today, U.S. Global Investors, Inc. (www.usfunds.com) is a registered investment adviser that focuses on niche markets around the world. Headquartered in San Antonio, Texas, the Company provides investment advisory services to U.S. Global Investors Funds and U.S. Global ETFs.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including with respect to the Company’s anticipated filing of the Form 10-Q. No assurance can be given that the Form 10-Q will be filed within a certain period, or that Nasdaq will continue to list the Company’s Class A common stock. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including, without limitation, those risks and uncertainties described in our annual report on Form 10-K for the fiscal year ended June 30, 2023, and our other reports and filings with SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

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Document And Entity Information	Nov. 16, 2023
Document Information [Line Items]
Entity, Registrant Name	U.S. GLOBAL INVESTORS, INC.
Document, Type	8-K
Document, Period End Date	Nov. 16, 2023
Entity, Incorporation, State or Country Code	TX
Entity, File Number	0-13928
Entity, Tax Identification Number	74-1598370
Entity, Address, Address Line One	7900 Callaghan Road
Entity, Address, City or Town	San Antonio
Entity, Address, State or Province	TX
Entity, Address, Postal Zip Code	78229
City Area Code	210
Local Phone Number	308-1234
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock
Trading Symbol	GROW
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000754811