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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): October 10, 2025
U.S.
GOLD CORP.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-08266 |
|
22-1831409 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
1910
E. Idaho Street, Suite 102-Box 604, Elko, NV 89801
(Address
of principal executive offices) (Zip Code)
(800)
557-4550
(Registrant’s
telephone number, including area code)
Not
Applicable
(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:
| ☐ |
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
Stock, $0.001 Par Value |
|
USAU |
|
Nasdaq
Capital Market |
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 of this chapter).
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
1.02. Termination of a Material Definitive Agreement.
As
previously disclosed, on June 9, 2025, U.S. Gold Corp. (the “Company”) entered into a Controlled Equity OfferingSM
Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), pursuant to which the Company
could offer and sell shares of its common stock, $0.01 par value per share, from time to time through Cantor acting as sales agent. The
shares were to be issued pursuant to a Registration Statement on Form S-3 (File No. 333-286946) filed by the Company with the Securities
and Exchange Commission (the “SEC”) on May 2, 2025, and the Company filed a prospectus supplement, dated June 9, 2025, with
the SEC in connection with the offering contemplated by the Sales Agreement.
On
October 10, 2025, the Company provided Cantor with notice of termination of the Sales Agreement, with such termination to be effective
October 20, 2025 in accordance with the terms of the Sales Agreement, due to the Company no longer being eligible to use Form S-3. The
Company will not incur any termination penalties as a result of its termination of the Sales Agreement.
The
foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales
Agreement, a copy of which was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 9, 2025
and is incorporated herein by reference.
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.
| |
U.S.
GOLD CORP. |
| |
(Registrant) |
| |
|
| |
/s/
Eric Alexander |
| |
Eric
Alexander |
| |
Chief
Financial Officer and Corporate Secretary |
| |
|
| Date:
October 10, 2025 |
|
