8-K
U S GLOBAL INVESTORS INC (GROW)
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): December **** 30 , 2019
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 |
|---|---|---|
| None |
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 7.01 Regulation FD
U.S. Global Investors, Inc. (the “Company”) issued a press release on January 3, 2020 announcing that Galileo Global Equity Advisors, Inc. (“Galileo”) has entered into a binding letter of intent with U.S. Global Investors (Canada) Ltd., the Company’s wholly-owned subsidiary, which sets forth the terms and conditions under which U.S. Global Investors (Canada) Ltd. would be prepared to sell all of the 650,000 Class A Common shares owned by it in the capital of Galileo Global Equity Advisors, Inc. (“Galileo”) to Galileo Global Equity Advisors, Inc. (“Galileo”) for cancellation, at a purchase price of one million dollars ($1,000,000.00) CAD, on and subject to the terms and conditions set out in the letter of intent. A copy of the press release is attached and being furnished as Exhibit 99.1.
The information in this Current Report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference in any filing made by the U.S. Global Investors, Inc. pursuant to the Securities Act of 1933, as amended, or the Exchange Act.
By filing this report on Form 8-K and furnishing this information, U.S. Global Investors, Inc. makes no admission as to the materiality of any information in this report that the Company chooses to disclose solely because of Regulation FD.
U.S. Global Investors, Inc. undertakes no duty or obligation to publicly update or revise the information contained in this report, although the Company may do so from time to time as management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.
Item 9.01 Financial Statements and Exhibits.
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.<br><br> <br><br><br> <br><br><br> <br>By: /s/ Lisa Callicotte ****<br><br> <br>Lisa Callicotte<br><br> <br>CFO |
|---|
Dated: January 3, 2020
ex_168606.htm
Exhibit 99.1
| Contact:<br><br> <br><br><br> <br>Holly Schoenfeldt<br><br> <br><br><br> <br>Marketing & Public Relations Manager<br><br> <br>210.308.1268<br><br> <br>hschoenfeldt@usfunds.com |
|---|
For Immediate Release
U.S. Global Investors Announces Pending Sale of Galileo Global Equity Advisors Inc.
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SAN ANTONIO–January 3, 2020–U.S. Global Investors, Inc. (NASDAQ: GROW) (the “Company”), a boutique registered investment advisory firm with longstanding experience in global markets and specialized sectors, today announced that it has entered into a binding letter of intent dated December 30, 2019, with Galileo Global Equity Advisors Inc. (“Galileo”) whereby Galileo, pursuant to its capital restructuring, is purchasing back all of its common shares owned by the Company, through its wholly-owned subsidiary, for approximately the same amount that the Company had paid for its investment in Galileo.
The transaction is subject to the approval of Canadian securities regulatory authorities and to the satisfaction of other closing conditions. It is anticipated that the transaction will close on or about March 2, 2020. Michael Waring will continue to serve as the President and Chief Executive Officer of Galileo.
“Streamlining the Company’s operations will allow management to focus on growing the Company’s assets under management in the U.S., in particular our gold and airline ETFs” commented Frank Holmes, CEO and CIO of the Company.
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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 money management and other services to U.S. Global Investors Funds and U.S. Global ETFs.
Forward-Looking Statements and Disclosure
This news release and other statements by U.S. Global Investors may include certain “forward-looking statements,” including statements relating to revenues, expenses and expectations regarding market conditions. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “opportunity,” “seeks,” “anticipates” or other comparable words. Such statements involve certain risks and uncertainties and should be read with corporate filings and other important information on the Company’s website, www.usfunds.com, or the Securities and Exchange Commission’s website at www.sec.gov.
This filing should be read in conjunction with the cautionary statements that are included in the Company’s annual report and Form 10-Q. Future events could differ materially from those anticipated in such statements and there can be no assurance that such statements will prove accurate and actual results may vary. The Company undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise.