U.S. GOLD CORP. SEC Filings

U.S. Gold Corp. (USAU) is calling a virtual-only annual stockholder meeting on October 13, 2026. Holders of common stock as of August 14, 2026, when 16,526,163 shares were outstanding, may vote online or by proxy.

Stockholders are asked to elect five directors (including Executive Chairman Luke Norman and CEO George Bee) and to ratify CBIZ CPAs P.C. as independent auditor for the year ending April 30, 2027. Directors receive quarterly cash retainers plus equity awards; certain directors hold additional consulting roles.

The proxy details board and committee structure, governance policies, and significant insider and institutional ownership, including several holders above 5%. It also discloses 2026 executive pay, with the CEO earning $1.11 million in salary, bonus and equity, and describes option and RSU grants and vesting schedules.

U.S. Gold Corp. (USAU) has filed a shelf registration to offer and sell, from time to time, up to $150,000,000 of common stock, preferred stock, warrants and/or units. Specific terms, prices and amounts will be set in future prospectus supplements for individual offerings.

U.S. Gold Corp. is a gold, copper and precious metals exploration and development company focused mainly on the CK Gold Project in Wyoming, with additional exploration projects in Nevada and Idaho, and it currently has no revenue-producing activities. As of August 20, 2026, 16,526,163 shares of common stock were issued and outstanding, out of 200,000,000 authorized common shares and 50,000,000 authorized blank check preferred shares. The common stock trades on the Nasdaq Capital Market under the symbol “USAU,” and the last reported sale price on August 20, 2026 was $16.58 per share.

Net proceeds from any future offerings under this shelf are expected to be used for general corporate purposes and working capital, or as further described in the applicable prospectus supplement. Recent audit reports for the fiscal years ended April 30, 2025 and 2026 include explanatory paragraphs about the company’s ability to continue as a going concern, underscoring the risks highlighted in the risk factor discussions.

U.S. Gold Corp. is the issuer of common stock covered by this amended Schedule 13G filing. A group of institutional and related investors, including Philadelphia Financial Management of San Francisco, LLC, Boathouse Row I, L.P., Boathouse Row II, L.P., Boathouse Row Offshore, Ltd., Jordan Hymowitz, and the Hymowitz 1999 Trust (together, the Reporting Persons), report beneficial ownership of 1,313,482 shares of U.S. Gold Corp. common stock.

This holding represents 7.95% of the outstanding common stock, based on 16,526,163 shares outstanding as described in U.S. Gold Corp.’s Form 10-K filed on July 29, 2026. The Reporting Persons have shared voting and dispositive power over all 1,313,482 shares and no sole voting or dispositive power. Philadelphia Financial Management of San Francisco, LLC acts as investment adviser and general partner for the Boathouse Row entities and investment manager for Boathouse Row Offshore, while Jordan Hymowitz is the managing member and sole owner of that adviser.

BlackRock, Inc. reported beneficial ownership of 866,460 shares of US Gold Corp common stock on a Schedule 13G. This represents 5.3% of the class. BlackRock has sole voting power over 851,952 shares and sole dispositive power over 866,460 shares, with no shared voting or dispositive power. Various underlying clients have rights to dividends or sale proceeds, but no single client holds more than five percent of the outstanding common shares.

U.S. Gold Corp. is a pre‑revenue gold, copper and silver exploration and development company. Its primary asset is the 100%-owned CK Gold Project in Wyoming, a fully permitted, development‑stage open‑pit project on state land. Keystone in Nevada and Challis in Idaho remain earlier‑stage exploration properties.

At CK Gold, proven and probable mineral reserves as of March 30, 2026 total 1,015 koz gold, 260 million lbs copper, 3,031 koz silver and 1,598 koz gold equivalent (AuEq). A feasibility study outlines an 11‑year mine life, average life‑of‑mine sales of 85 koz AuEq at total cash costs of $1,748/oz AuEq, and total initial capital of $394 million plus $28 million of pre‑production owners’ costs.

As of April 30, 2026, the company had $30.7 million in cash and cash equivalents, working capital of $31.6 million and accumulated net losses of $110.6 million. Management discloses substantial doubt about its ability to continue as a going concern without securing significant external financing to fund the CK Gold Project’s estimated capital needs.

Franklin Resources, Inc., through its subsidiary Franklin Advisers, Inc., reports beneficial ownership of 845,800 shares of U.S. Gold Corp. common stock, representing 5.0% of the class as of June 30, 2026. This total includes 280,000 shares issuable upon exercise of warrants.

Franklin Advisers, Inc. has sole voting and sole dispositive power over the 845,800 shares, with no shared voting or dispositive power reported. The shares are held in investment advisory accounts of clients of Franklin’s investment management subsidiaries, whose clients have rights to dividends and sale proceeds. Franklin Resources, Inc., its principal shareholders, and the investment management subsidiaries state that they may be deemed beneficial owners under Rule 13d-3 but disclaim pecuniary interest and do not consider themselves a group under Rule 13d-5.

FIPKE JOHANNA reported acquisition or exercise transactions in this Form 4 filing.

U.S. Gold Corp. director Johanna Fipke received an equity grant in the form of deferred stock units. On 2026-05-22, she was awarded 2,822 shares of Common Stock at a stated price of $0.00 per share as a compensation grant.

After this award, her direct holdings reported in this filing total 28,220 shares of Common Stock. The footnote explains these are deferred stock units granted under the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan, which become service-satisfied on the first anniversary of the grant date and then vest when she ceases service on the Board, assuming continuous service.

U.S. Gold Corp. set October 13, 2026 as the date for its fiscal 2026 annual meeting of stockholders, moving it more than 30 days earlier than the prior April 27, 2026 meeting. The company outlines when stockholders must submit proposals and director nominations to be considered.

Proposals seeking inclusion in the proxy materials under Rule 14a-8 must arrive by July 27, 2026 at the company’s Elko, Nevada address. For other business or director nominations under the bylaws, notices must be delivered between June 15 and July 15, 2026. Stockholders planning to use the universal proxy rules to support alternative director nominees must give Rule 14a-19 notice by August 14, 2026.

U.S. Gold Corp. furnished a new feasibility study for its CK Gold Project in Wyoming. The company finalized a Technical Report Summary titled “S-K 1300 Technical Report Summary Feasibility Study for the CK Gold Project, Wyoming, USA,” effective as of March 30, 2026.

The report was prepared by the company and Micon International Limited in accordance with Subpart 1300 of Regulation S-K and is included as Exhibit 96.1 under Item 7.01. The company notes this information is furnished under Regulation FD and is not deemed filed under securities laws unless specifically incorporated by reference.