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): February 21, 2023

U.S. GLOBAL INVESTORS, INC.

(Exact name of registrant as specified in its charter)

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:

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 February 16, 2023, U.S. Global Investors, Inc. (the “Company”) received a 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 period ended December 31, 2022 (the “Form 10-Q”) 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.

The Company filed a Notification of Late Filing on Form 12b-25 with the Securities and Exchange Commission on February 15, 2023, indicating that the filing of the Form 10-Q would be delayed due to additional time needed by the Company to determine the fair value on certain corporate investments. The Company is working diligently to file its Quarterly Report on Form 10-Q for the three and six months ended December 31, 2022, as soon as practicable.

Item 9.01 — Financial Statement and Exhibits

Exhibit 99.1 – Press Release issued by U.S. Global Investors, Inc. Dated February 21, 2023, U.S. Global Investors Receives Expected Nasdaq Notice Regarding Late Filing of Form 10-Q.

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.

Dated:     February 21, 2023

ex_478617.htm

Exhibit 99.1

Contact:<br><br> <br>Holly Schoenfeldt<br><br> <br>Director of Marketing<br><br> <br>210.308.1268<br><br> <br>hschoenfeldt@usfunds.com	<br><br> <br>For Immediate Release

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

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

SAN ANTONIO—February 21, 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 February 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.

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 April 17, 2023 (that is, 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-Q filing date, or August 14, 2023, to regain compliance. The Company is working diligently to file its Form 10-Q.

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.

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