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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): June 8, 2020

NOVAGOLD RESOURCES INC.

(Exact Name of Registrant as Specified in Its Charter)

British Columbia | 001-31913 | N/A
(State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification)

201 South Main Street, Suite 400, Salt Lake City, Utah 84111

(Address of principal executive offices) (Zip Code)

(801) 639-0511

(Registrant’s Telephone Number, Including Area Code)

N/A

(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 (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -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
Common Shares | NG | NYSE American Toronto Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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

On June 8, 2020 we issued: (i) a press release providing NOVAGOLD’s formal response to a report about the Company and its Donlin Gold asset by a short-selling firm (the “Report”), (ii) a fact matrix summarizing the relevant factual errors contained in the Report, and (iii) a letter to shareholders from the Company’s Chairman. A copy of the press release, the fact matrix and the letter to shareholders are furnished as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively, to this report and incorporated herein by reference.

The information contained in the press release, the fact matrix and the letter to shareholders attached hereto are being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number | Description
99.1 | Press release dated June 8, 2020 issued by NOVAGOLD RESOURCES INC. entitled “NOVAGOLD Provides Comprehensive Response to Misleading and False Short-Seller Report”
99.2 | Fact Matrix dated June 8, 2020 in Response to May 28, 2020 JCAP Report
99.3 | Letter to Company Shareholders from the Chairman dated June 8, 2020
104 | Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are 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: June 8, 2020 | NOVAGOLD RESOURCES INC.
| By: | /s/ Gregory A. Lang
|  | Gregory A. Lang
|  | President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number | Description
99.1 | Press release dated June 8, 2020 issued by NOVAGOLD RESOURCES INC. entitled “NOVAGOLD Provides Comprehensive Response to Misleading and False Short-Seller Report”
99.2 | Fact Matrix dated June 8, 2020 in Response to May 28, 2020 JCAP Report
99.3 | Letter to Company Shareholders from the Chairman dated June 8, 2020
104 | Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.