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): October 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 October 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 Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (the “Form 10-K”) within the prescribed time period, 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 60 calendar days 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 180 calendar days from the date of the letter.

On October 20, 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 September 29, 2023, indicating that the filing of the Form 10-K would be delayed due to an unanticipated delay related to the determination of whether an establishment of a reserve for certain taxes is required, including the time needed to complete a comprehensive review of liabilities established under FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (codified under ASC 740-10). The Company is working diligently to file its Annual Report on Form 10-K for the year ended June 30, 2023, as soon as practicable.

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. These forward-looking statements include, but are not limited to, statements regarding the Company’s beliefs and expectations relating to the filing of the Form 10-K and the establishment of a reserve for certain taxes. No assurance can be given that the Form 10-K will be filed within 60 days, 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, 2022, as amended on September 13, 2022 and May 19, 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 filing, 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 October 20, 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: October 20, 2023

Exhibit 99.1

Contact:

Holly Schoenfeldt

Director of Marketing

210.308.1268

hschoenfeldt@usfunds.com

For Immediate Release

U.S. Global Investors Receives Expected Nasdaq Notice Regarding Late Filing of Form 10-K

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

SAN ANTONIO—October 20, 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 announces that it received a standard notification letter dated October 16, 2023, (the “Nasdaq notice” or “notice”) from the Nasdaq Listing Qualifications Department of Nasdaq notifying the Company that it is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), 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-K for the fiscal year ended June 30, 2023 (the “Form 10-K”) 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 60 calendar days from the date of the Nasdaq notice to submit to Nasdaq a plan (the “Compliance Plan”), to regain compliance with the Nasdaq Listing Rules. If Nasdaq accepts the Compliance Plan, Nasdaq can grant the Company an exception to extend for an additional 180 calendar days from the extended due date of the Form 10-K filing date, or April 10, 2024, to regain compliance. The Company is working on determining whether the establishment of a reserve for certain taxes is required under FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" (codified under ASC 740-10). Once this is complete, the Company will diligently work to file its Form 10-K.

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. These forward-looking statements include, but are not limited to, statements regarding the Company’s beliefs and expectations relating to the filing of the Form 10-K and the establishment of a reserve for certain taxes. No assurance can be given that the Form 10-K will be filed within 60 days, 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, 2022, as amended on September 13, 2022, and May 19, 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.

To sign up for news and research on a variety of asset classes, from gold to airlines to digital assets, please click here.

Follow U.S. Global Investors on Twitter by clicking here.

Subscribe to U.S. Global Investors’ YouTube channel by clicking here.

Document And Entity Information	Oct. 16, 2023
Document Information [Line Items]
Entity, Registrant Name	U.S. GLOBAL INVESTORS, INC.
Document, Type	8-K
Document, Period End Date	Oct. 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