U.S. Gold (NASDAQ: USAU) to end Cantor at-the-market equity program

Rhea-AI Filing Summary

U.S. Gold Corp. reported that it is ending its at-the-market equity sales arrangement with Cantor Fitzgerald & Co.. The company had used a Controlled Equity OfferingSM Sales Agreement to sell common stock from time to time under a Form S-3 shelf registration and related prospectus supplement.

On October 10, 2025, U.S. Gold notified Cantor that it is terminating the Sales Agreement because the company is no longer eligible to use Form S-3. The termination is scheduled to become effective on October 20, 2025, and U.S. Gold will not incur any termination penalties.

Insights

Equity capital markets analyst

U.S. Gold is ending its Cantor at-the-market equity program with no fees.

U.S. Gold Corp. had a Controlled Equity OfferingSM Sales Agreement with Cantor Fitzgerald that allowed it to sell common stock periodically under a Form S-3 shelf registration. This type of arrangement typically provides flexible access to the equity market in small tranches as needed.

The company has now given notice to terminate the agreement, effective October 20, 2025, because it is no longer eligible to use Form S-3. The filing states that no termination penalties will be incurred, so there is no direct cash cost from ending the program. The main practical effect is the removal of this particular at-the-market equity tool, with any future capital-raising approach to be detailed in subsequent disclosures.

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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 Offering^SM 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

FAQ

What did U.S. Gold Corp. (USAU) disclose in this 8-K?

U.S. Gold Corp. disclosed that it is terminating its Controlled Equity OfferingSM Sales Agreement with Cantor Fitzgerald & Co., which had allowed it to sell common stock from time to time under a Form S-3 shelf registration.

Why is U.S. Gold Corp. ending its Cantor Controlled Equity Offering agreement?

The company is ending the Controlled Equity OfferingSM Sales Agreement with Cantor because it is no longer eligible to use Form S-3, which was the registration statement supporting the at-the-market equity program.

When does the termination of U.S. Gold Corp.’s Sales Agreement with Cantor take effect?

The termination of the Sales Agreement between U.S. Gold Corp. and Cantor Fitzgerald & Co. is scheduled to become effective on October 20, 2025, following notice given on October 10, 2025.

Does U.S. Gold Corp. incur any penalties for terminating the Cantor Sales Agreement?

No. U.S. Gold Corp. stated that it will not incur any termination penalties as a result of ending the Controlled Equity OfferingSM Sales Agreement with Cantor.

What type of financing tool was the Cantor agreement for U.S. Gold Corp. (USAU)?

The Cantor agreement was a Controlled Equity OfferingSM Sales Agreement, effectively an at-the-market equity program under a Form S-3 registration, allowing U.S. Gold Corp. to offer and sell shares of its common stock from time to time through Cantor as sales agent.

Which registration statement supported U.S. Gold Corp.’s at-the-market offering?

The at-the-market offering under the Controlled Equity OfferingSM Sales Agreement was supported by U.S. Gold Corp.’s Form S-3 Registration Statement No. 333-286946 and a related prospectus supplement dated June 9, 2025.