U S Global Investors Inc 10-K/A, filed Nov 29, 2023
U S Global Investors Inc (GROW)
About this 10-K/A
U S Global Investors Inc filed this 10-K/A on November 29, 2023, covering the fiscal year ended June 30, 2023.
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Large accelerated filer ☐
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Accelerated filer ☐
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Smaller reporting company
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Emerging growth company
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• Part II, Item 9 — Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
• Part IV, Item 15 (a) 3 — Exhibits
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(a)
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The following documents are filed as part of this report:
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3.
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Exhibits
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3.1
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3.2
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4.1
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10.1
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10.2
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10.3
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10.4
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10.5
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10.6
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10.7
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10.8
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10.9
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10.10
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| (C) Amended Schedule A to Advisory Agreement with ETF Series Solutions, incorporated by reference to Post-Effective Amendment 755 and Amendment 756 filed October 28, 2021 (EDGAR Accession No. 0000894189-21-007557) | |
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14.01
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14.02
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21**
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23.1**
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| 23.2* | BDO USA, P.C. consent of independent registered public accounting firm for Form 10-K for U.S. Global Investors, Inc., included herein. |
| 31.1** | Rule 13a-14(a) Certifications (under Section 302 of the Sarbanes-Oxley Act of 2002). |
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31.2*
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32.1**
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101.INS**
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Inline XBRL Instance Document.
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101.SCH**
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Inline XBRL Taxonomy Extension Schema Document.
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101.CAL**
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Inline XBRL Taxonomy Extension Calculation Linkbase Document.
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101.DEF**
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Inline XBRL Taxonomy Extension Definition Linkbase Document.
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101.LAB**
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Inline XBRL Taxonomy Extension Labels Linkbase Document.
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101.PRE**
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Inline XBRL Taxonomy Extension Presentation Linkbase Document.
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104
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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U.S. Global Investors, Inc.
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By: /s/ Frank E. Holmes
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Frank E. Holmes
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Date: November 29, 2023
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Chief Executive Officer
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Signature
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Capacity in which signed
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Date
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/s/ Frank E. Holmes
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Frank E. Holmes
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Chief Executive Officer
Chief Investment Officer
Director
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November 29, 2023 |
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/s/ Thomas F. Lydon, Jr.
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Thomas F. Lydon, Jr.
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Director
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November 29, 2023 |
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/s/ Jerold H. Rubinstein
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Jerold H. Rubinstein
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Chairman, Board of Directors
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November 29, 2023 |
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/s/ Roy D. Terracina
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Roy D. Terracina
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Director
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November 29, 2023 |
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/s/ Lisa C. Callicotte
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Lisa C. Callicotte
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Chief Financial Officer
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November 29, 2023 |
Exhibit 23.2 — Consent of BDO USA, P.C.
Consent of Independent Registered Public Accounting Firm
U.S. Global Investors, Inc.
San Antonio, Texas
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 033-33012 and 333-25699) of U.S. Global Investors, Inc., of our report dated September 1, 2022, except for the impact of the restatement described in Note 3, as to which the date is May 19, 2023, which appears in this Form 10-K.
/s/ BDO USA, P.C. (formerly BDO USA, LLP)
BDO USA, P.C. (formerly BDO USA, LLP)
Dallas, Texas
Exhibit 31.2 — Rule 13a – 14(a) Certifications
(under Section 302 of the Sarbanes-Oxley Act of 2002)
I, Frank E. Holmes, the principal executive officer of U.S. Global Investors, Inc., certify that:
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I have reviewed this annual report on Form 10-K/A of U.S. Global Investors, Inc.; |
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions): |
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
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Date: November 29, 2023 /s/ Frank E. Holmes |
Rule 13a – 14(a) Certifications
(under Section 302 of the Sarbanes-Oxley Act of 2002)
I, Lisa C. Callicotte, the principal financial officer of U.S. Global Investors, Inc., certify that:
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1. |
I have reviewed this annual report on Form 10-K/A of U.S. Global Investors, Inc.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
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Date: November 29, 2023 /s/ Lisa C. Callicotte |