THE READ 32 red-flag mentions across this year's filings, led by dilution and going concern doubt, and 98 since 2001, so this is a long-running pattern; share count rose 12% over the past year; roughly 8 months of cash at the current burn rate.
We read every document this company filed with the SEC this year and counted the classic danger phrases. Where wording can be misleading, we open the actual documents and separate real warnings from accounting boilerplate. Each hit links to the exact document.
An ATM lets the company print and sell new shares into the market any day it wants. Every print dilutes your slice.
EVIDENCE: [1] 8-K FILED 2026-07-14 · [2] 8-K FILED 2026-04-10 · [3] 10-Q FILED 2025-11-13 · [4] 8-K FILED 2025-10-10 · [5] 10-Q FILED 2026-08-12
A reverse split shrinks the share count to lift the price above $1. Repeat reverse splits are the classic death-spiral signature.
EVIDENCE: [1] 8-K FILED 2026-06-29
Auditors flagged substantial doubt the company survives the next 12 months without new money.
EVIDENCE: [1] 10-Q FILED 2026-08-12 · [2] 10-Q FILED 2025-11-13 · [3] 8-K FILED 2026-02-27 · [4] 8-K FILED 2026-04-10 · [5] 8-K FILED 2026-04-10
The exchange has threatened to kick the stock off. Delisting pressure usually ends in a reverse split or a fire-sale raise.
SOURCE: FULL-TEXT SEARCH OF THE COMPANY'S OFFICIAL SEC FILINGS. "REAL WARNINGS" = WE OPENED THE LINKED DOCUMENTS AND FILTERED PHRASES WRAPPED IN NEGATIONS, RESOLUTION LANGUAGE OR STANDARD CONTRACT TERMS. "AT LEAST" = MORE DOCUMENTS CARRY THE PHRASE THIS YEAR THAN WE COULD OPEN AND READ.
How many shares exist, over time, exactly as the company reported in its own filings. In microcaps, a rising share count is how holders pay for everything: salaries, debts, and bad deals. Sudden collapses in the line are reverse splits, marked below.
SOURCE: THE COMPANY'S OWN REPORTED SHARE COUNTS ACROSS 14 FILINGS, STRAIGHT FROM SEC RECORDS
CHECKING OFFICIAL SPLIT RECORDS…
Type how many shares you hold. The math is plain division on the company's own reported counts.
Cash in the bank against how fast the company burns it. When this hits zero, the next stop is usually a desperate raise at bad terms, and existing holders pay through dilution.
RUNWAY = CASH ON HAND ÷ MONTHLY CASH BURN. SIMPLE ARITHMETIC ON THE COMPANY'S OWN REPORTED NUMBERS, NOT A PROJECTION.
The latest filings, translated into holder impact. Every number cites its form, date and SEC link.
Shares outstanding rose 13.35M to 14.04M (+5.1%) between 10-Q 2026-05-13 and 10-Q 2026-08-12 (dilution).
NOW: 14,035,736 as of 2026-08-12 (10-Q, filed 2026-08-12)
WAS: 13,354,420 as of 2026-05-13 (10-Q, filed 2026-05-13)
Cash and equivalents rose $4.71M to $7.42M ($2.71M, +57.6%) between 10-Q 2026-03-31 and 10-Q 2026-06-30.
NOW: $7.42M as of 2026-06-30 (10-Q, filed 2026-08-12)
WAS: $4.71M as of 2026-03-31 (10-Q, filed 2026-05-13)
Total assets rose to $9.33M (from $7.11M, +31.1%) between 10-Q 2026-03-31 and 10-Q 2026-06-30.
NOW: $9.33M as of 2026-06-30 (10-Q, filed 2026-08-12)
WAS: $7.11M as of 2026-03-31 (10-Q, filed 2026-05-13)
Total liabilities fell to $623K (from $873K, -28.7%) between 10-Q 2026-03-31 and 10-Q 2026-06-30.
NOW: $623K as of 2026-06-30 (10-Q, filed 2026-08-12)
WAS: $873K as of 2026-03-31 (10-Q, filed 2026-05-13)
Revenue: nothing to compare. This company's filings do not publish us-gaap:Revenues, so no honest change can be computed.
Monthly operating cash deficit ~$983K ($-5.81M over the period ended 2026-06-30 in 10-Q). Against $7.42M cash is roughly 0.6 years of runway (8 months).
NOW: $-5.81M as of 2026-06-30 (10-Q, filed 2026-08-12)
When something material happens, the company itself must announce it in an 8-K under the SEC's numbered item system. These are those announcements, newest first: bankruptcy papers, exchange delisting warnings, auditor changes, financials pulled back. Read straight from the SEC filing index, no interpretation layer.
SOURCE: THE ITEM NUMBERS THE COMPANY ITSELF PUT ON EACH 8-K IN THE SEC'S FILING INDEX. HOVER A STAMP FOR WHAT THAT ITEM MEANS FOR YOUR SHARES. OFFICIAL NOTICES INSIDE THE LAST 12 MONTHS ALSO FEED THE RISK INDEX ABOVE (CAPPED AT 15 POINTS).
An 8-K is the "something happened right now" filing. Here is what this one says, in the company's own words.
On August 27, 2026, U.S. GoldMining Inc. (the “Company”) issued a press release titled “U.S. GoldMining Provides Update on 2026 Exploration Program and Policy Tailwinds at its 100% Owned Whistler Gold-Copper Project, Alaska”. A copy of the news release is attached hereto as
A rules-based reading of the cited filing facts: a range with reasons, never a prediction.
HOW THE BRACKET IS BUILT: BOOK EQUITY OF $0.6200/SHARE AT 0.5-1.0X · MULTIPLES STRIPPED: UNDER A YEAR OF CASH AT THE CURRENT BURN, SO THE BRACKET CAPS AT WIND-DOWN CASH · CASH FLOOR: $0.5288/SHARE IN A WIND-DOWN.
Share count is stable-ish (+5.1% change between the last two reported quarters).
Fair-value range anchored to cited facts: $0.3100 to $0.6200 per share.
Cash of $7,421,773 funds only ~0.6 years of operating burn (that is a going-concern pressure without a raise).
The filings do not publish comparable revenue figures for two consecutive periods, so the revenue trend could not be measured.
Verified going-concern warnings in a recent filing: auditors or management flagged substantial doubt about continuing (document text checked, boilerplate excluded).
METHOD: DETERMINISTIC RULES OVER CITED SEC FILING FACTS: SHARE-COUNT CHANGE BETWEEN THE LAST TWO REPORTED QUARTERS (DILUTION), CASH-TO-BURN RUNWAY FROM THE MOST RECENT OPERATING CASH FLOW, PERIOD-OVER-PERIOD REVENUE GROWTH, AND A FAIR-VALUE RANGE ANCHORED TO CASH PER SHARE VS PRICE. THRESHOLDS ARE TUNABLE IN APP/VERDICT_ENGINE.PY. NOT A PREDICTION.
Every time an officer, director or big owner trades shares, the law makes them file a Form 4 within two business days. We read the actual filings: who traded, what kind of trade, how big, at what price.
NO OPEN-MARKET BUYS OR SELLS: JUST COMPENSATION PAPER. WATCH WHETHER THE GRANTS TURN INTO SALES ONCE THEY VEST. "10B5-1 PLAN" MEANS THE TRADE WAS SCHEDULED UNDER A PRE-SET TRADING PLAN, DISCLOSED IN THE FILING'S OWN FOOTNOTES: PRE-PLANNED SALES CARRY LESS SIGNAL THAN SPUR-OF-THE-MOMENT ONES. SOURCE: FORM 4 FILINGS, PARSED FROM THE SEC'S OWN XML, LAST 9 FILINGS.
The company's most recent SEC paperwork, newest first.
SOURCE: THE COMPANY'S SEC FILING INDEX
Public records that most investors never check, cross-checked against what the company claims. This is where shells slip up.
SOURCES: PUBLIC DOMAIN REGISTRATION RECORDS (FOUND IN THE COMPANY'S OWN FILING SIGNATURES) · THE COMPANY'S SEC FILING INDEX · OFFICIAL US SANCTIONS LIST · QUARTERLY 13F FILINGS VIA EDGAR FULL-TEXT SEARCH · LEGAL-IDENTITY, SITE-HISTORY, CERTIFICATE, REGISTRANT-HISTORY AND DNS SLOTS STREAM IN FROM FREE PUBLIC REGISTRIES WITHOUT BLOCKING THIS PAGE.
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SOURCE: THE COMPANY'S SEC FILING INDEX
One Telegram message per material filing: dilution, going concern, delisting, insider dumps. No account, no email. Every line cites its SEC source. Leave anytime with /unwatch.
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