U S Gold SEC Filings

U.S. Gold Corp. (USAU) filed a Form S-8 to register securities for issuance under its equity compensation programs, including the U.S. Gold Corp. 2020 Stock Incentive Plan, the First Amendment to that plan, and the Amended and Restated 2020 Stock Incentive Plan.

The filing incorporates recent 8-Ks and the July 31, 2025 Form 10-Q by reference, and includes standard Nevada indemnification provisions, opinion and consent exhibits, and officer/director signatures dated November 13, 2025.

U.S. Gold Corp. filed a post‑effective amendment on Form S‑1 to continue the registration of up to 850,837 shares of common stock issuable upon exercise of previously issued warrants. The filing replaces an earlier S‑3 because the company is not currently eligible to use Form S‑3 due to a late Part III of its Form 10‑K for the year ended April 30, 2025.

The registered warrant shares comprise two tranches: 151,987 shares at an exercise price of $8.00 per share from February 2022 warrants, and 698,850 shares at an exercise price of $9.50 per share from November 2024 warrants. The company will receive cash only upon any cash exercises; if all warrants are exercised for cash, gross proceeds would be approximately $7,854,971. The company states intended uses include working capital and general corporate purposes.

Shares outstanding were 14,383,045 as of October 23, 2025, and would be 15,233,882 assuming full exercise of the registered warrants. USAU trades on the Nasdaq Capital Market; the last reported sale price was $16.71 per share on October 24, 2025.

U.S. GOLD CORP. amended its annual report to disclose executive compensation, equity awards, beneficial ownership and corporate governance items. The company states a market-derived figure calculated using a $6.15 closing share price on 10/31/2024. Reported executive pay includes a $300,000 base for the President and CEO and total 2025 compensation for the Chief Financial Officer of $781,252. Several stock option and restricted share awards are listed with exercise prices such as $5.02 (expiring 01/12/2028), $6.93 (expiring 01/24/2027) and $7.65 (expiring 11/25/2029). Current directors and executive officers hold 10.06% of the company, while two other named holders report 5.42% and 12.10% stakes. The company adopted an insider trading policy (Exhibit 19.1) and discloses professional fees including audit/tax amounts of $213,132 and $191,855.

U.S. GOLD CORP. ownership disclosure shows a joint filing by AIMS Asset Management Sdn. Bhd. and Seraya Investment Pte. Ltd. reporting beneficial ownership on behalf of Phoenix Gold Fund Ltd. The fund holds 791,807 common shares, representing 5.5% of the 14,348,045 shares outstanding used for the calculation. The position includes 249,929 shares attributable to warrants that are exercisable within 60 days, and those shares are included in the reported total.

The filing classifies both filers as fund management entities organized in Malaysia and Singapore, and states sole voting and dispositive power over the reported shares. The statement affirms regulatory comparability of the foreign fund managers with U.S. institutions and commits to furnish additional information to SEC staff upon request.

U.S. Gold Corp. filed an 8-K reporting a change in the registrant's certifying accountant. The filing references a letter from Marcum LLP dated September 16, 2025 and includes an electronic interactive data file. The filing is signed by Eric Alexander, Chief Financial Officer, with the filing date noted as September 16, 2025. The submitted content is brief and provides notice of the accountant change and an accompanying Marcum LLP letter but does not include further explanation of the reasons for the change or any financial statements or exhibits beyond the referenced letter.

U.S. Gold Corp. Schedule 13G/A shows Thomas B. Akin and Karen Hochster together beneficially own 1,749,860 shares of common stock, representing 12.48% of the 14,026,030 shares outstanding reported in the company's Form 10-K. Mr. Akin directly holds 1,699,860 shares, which include 1,409,860 currently held plus rights to acquire 140,000 shares via warrants exercisable beginning October 19, 2024 and 150,000 shares via warrants exercisable beginning November 27, 2024. Ms. Hochster directly holds 50,000 shares. The filing states the positions were not acquired to change control of the issuer and discloses sole and shared voting and dispositive powers accordingly.

U.S. Gold Corp. reports preliminary quarterly disclosures showing cash and financing activity but continuing losses that raise going-concern uncertainty. The company held approximately $11.1 million and $7.9 million in bank balances at July 31, 2025 and April 30, 2025 respectively, and recorded a working capital of about $11.3 million. For the three months ended July 31, 2025, the company reported a net loss of approximately $2.1 million and cash used in operations of approximately $3.3 million.

The company completed warrant exercises that generated proceeds (including cash exercises of 870,000 warrants for approximately $5.36 million and other exercises totaling several hundred thousand dollars) and reclassified a warrant liability into additional paid-in capital after exercises. Significant warrant instruments were previously classified as liabilities and remeasured at fair value. Lease amendments and adjustments to right-of-use assets were recorded, and management states substantial doubt exists about the ability to continue as a going concern without additional financing.