Welcome to our dedicated page for U S Gold SEC filings (Ticker: USAU), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
U.S. Gold Corp. (NASDAQ: USAU) files periodic and current reports with the U.S. Securities and Exchange Commission as a Nevada-incorporated, U.S.-focused gold and copper exploration and development company. This page brings together those SEC filings, allowing investors to review the company’s official disclosures on its projects, capital structure, and governance.
In its Form 8-K filings, U.S. Gold Corp. has reported items such as the termination of a Controlled Equity Offering Sales Agreement when it was no longer eligible to use Form S-3, changes in its independent registered public accounting firm following the acquisition of Marcum LLP’s attest business by CBIZ CPAs P.C., and amendments to outstanding warrants to permit cash or cashless (net exercise) settlement. These documents provide detail on how the company manages its financing arrangements, auditor relationships, and security holder rights.
Through its SEC reports, investors can also track commentary from auditors, including prior explanatory paragraphs regarding substantial doubt about the company’s ability to continue as a going concern, as disclosed in an 8-K summarizing the transition from Marcum LLP to CBIZ CPAs. Filings may further reference the company’s portfolio, including the CK Gold Project in southeast Wyoming, the Keystone exploration property on the Cortez Trend in Nevada, and the Challis Gold Project in Idaho.
On Stock Titan, U.S. Gold Corp.’s filings are supplemented with AI-powered summaries that highlight key points from lengthy documents, helping readers understand the implications of 8-Ks, annual and quarterly reports, and Form 4 insider transaction filings. Real-time updates from EDGAR and plain-language explanations of complex sections are designed to make it easier to interpret how regulatory disclosures relate to USAU’s exploration and development activities.
U.S. Gold Corp. investors report an 11.01% ownership stake in the company’s common stock. Thomas B. Akin and Karen Hochster together beneficially own 1,585,000 shares of common stock, based on 14,390,202 shares outstanding as of December 9, 2025.
Akin directly beneficially owns 1,510,000 shares, including 1,220,000 common shares and rights to acquire 290,000 shares through warrants. Hochster directly beneficially owns 75,000 shares. They state the holdings are not intended to change or influence control of U.S. Gold Corp.
U.S. Gold Corp. has filed an S-1 registration statement to register up to 2,883,238 shares of common stock for resale by existing investors. These consist of 1,922,159 shares issued in a December 23, 2025 private placement and 961,079 shares issuable upon exercise of related warrants with a $23.00 exercise price.
The company will not receive proceeds from investors’ resale of these shares, but will receive cash only if the warrants are exercised, which it plans to use for general corporate purposes. As of January 31, 2026, 16,455,121 shares of common stock were outstanding. U.S. Gold Corp. is a gold, copper and precious metals exploration and development company focused mainly on advancing its CK Gold Project in Wyoming and has no revenue-producing activities.
U.S. Gold Corp. director Johanna Fipke reported equity awards received on 01/21/2026 under the company’s Amended and Restated 2020 Stock Incentive Plan. She was granted 7,673 deferred stock units of common stock at a grant price of
She also received 13,699 stock options with an exercise price of
U.S. Gold Corp. director Luke Anthony Norman reported new equity awards granted on January 21, 2026. He received 9,591 deferred stock units of common stock at a grant price of
He was also granted stock options covering 15,982 shares of common stock with an exercise price of
U.S. Gold Corp. director Michael N. Waldkirch received new equity awards on January 21, 2026. He was granted 7,673 deferred stock units of common stock at a price of $0, increasing his directly held common shares to 27,508 after the award. The deferred stock units become service-satisfied on the first anniversary of the grant date, as long as he continues serving, and the service-satisfied portion will vest when he leaves the Board.
He was also granted 13,699 stock options with an exercise price of $19.24 per share, all under the company’s Amended and Restated 2020 Stock Incentive Plan. These options vest on the first anniversary of the grant date, subject to his continuous service as a director, and he holds 13,699 options directly following this transaction.
U.S. Gold Corp. director Robert W. Schafer received new equity awards under the company’s Amended and Restated 2020 Stock Incentive Plan. On 01/21/2026, he was granted 7,673 restricted stock units of common stock at a grant price of $0, which vest on the first anniversary of the grant date, subject to his continuous service.
On the same date, he was also granted stock options covering 13,699 shares of common stock with an exercise price of $19.24 per share. These options also vest on the first anniversary of the grant date, contingent on continued service, and expire on 01/21/2031. Following the equity award, he directly beneficially owned 122,622 shares of common stock and 13,699 stock options.
U.S. Gold Corp. VP-Exploration Kevin A. Francis reported new equity awards. On 01/21/2026 he received 6,752 shares of common stock in the form of restricted stock units under the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan. These restricted stock units vest on the first anniversary of the grant date, subject to his continuous service.
On the same date he was also granted stock options for 9,132 shares of common stock with an exercise price of $19.24 per share, which vest on the first anniversary of the grant date under the same plan, also conditioned on continuous service. Following the stock grant, he directly beneficially owned 50,457 shares of common stock and 9,132 stock options.
U.S. Gold Corp. Chief Financial Officer receives equity awards. On January 21, 2026, CFO Eric Alexander was granted 8,645 shares of common stock as restricted stock units at $0 cost, increasing his directly held common stock to 112,353 shares. The restricted stock units were granted under the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan and will vest on the first anniversary of the grant date, conditioned on his continued service.
On the same date, he was also granted 11,416 stock options with an exercise price of $19.24 per share, also under the 2020 Stock Incentive Plan. These options become exercisable on the first anniversary of the grant date and are scheduled to expire on January 21, 2031, reflecting a long-term incentive structure tied to ongoing employment.
U.S. Gold Corp. CEO and President George M. Bee reported new equity awards in the form of stock and options. On 01/21/2026 he acquired 13,043 shares of common stock as restricted stock units granted under the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan, at a price of $0 per share. These restricted stock units vest on the first anniversary of the grant date, subject to his continuous service.
Bee also received stock options for 15,982 shares of common stock with an exercise price of $19.24 per share, which vest on the first anniversary of the grant date, subject to the same service condition, and expire on 01/21/2031. Following these transactions, he directly beneficially owned 459,578 shares of common stock and 15,982 stock options.
U.S. Gold Corp. is registering up to 850,837 shares of common stock issuable upon exercise of previously issued warrants, including 151,987 warrants at
Shares outstanding were 14,383,045 as of October 23, 2025 and would rise to 15,233,882 if all warrants are exercised. The company estimates pro forma net tangible book value would increase from