U.S. Gold Corp. (NASDAQ: USAU) re-elects board and ratifies auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

U.S. Gold Corp. held its Annual Meeting of Stockholders virtually on April 27, 2026, where shareholders elected all nominated directors and approved the company’s auditor. Each of the five director nominees received a majority of votes cast in favor, confirming the existing board.

Shareholders also ratified the appointment of CBIZ CPAs P.C. as independent registered public accountant for the fiscal year ending April 30, 2026, with 9,687,844 votes for, 22,061 against and 36,696 abstentions, indicating broad support for the company’s audit oversight.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Auditor ratification - For votes: 9,687,844 votes Auditor ratification - Against votes: 22,061 votes Auditor ratification - Abstain votes: 36,696 votes +3 more

6 metrics

Auditor ratification - For votes 9,687,844 votes Ratification of CBIZ CPAs P.C. for year ending April 30, 2026

Auditor ratification - Against votes 22,061 votes Ratification of CBIZ CPAs P.C. at April 27, 2026 meeting

Auditor ratification - Abstain votes 36,696 votes Shareholder vote on CBIZ CPAs P.C. appointment

Director vote - Luke Norman (For) 3,526,856 votes Election of directors at 2026 Annual Meeting

Director vote - George Bee (For) 4,717,669 votes Election of directors at 2026 Annual Meeting

Broker non-votes on director elections 4,995,092 votes Each director election at April 27, 2026 Annual Meeting

Key Terms

Emerging growth company, Broker Non-Votes, independent registered public accountant, Annual Meeting of Stockholders, +1 more

5 terms

Emerging growth company regulatory

"Emerging growth company Item 5.07 Submission of Matters to a Vote"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Broker Non-Votes financial

"Broker Non-Votes | ------------------------------------------------------------- Luke Norman"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accountant financial

"ratified the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accountant"

Annual Meeting of Stockholders financial

"At the Annual Meeting of Stockholders of U.S. Gold Corp."

ratification of appointment financial

"Proposal 2: Ratification of Appointment of CBIZ CPAs P.C."

Understanding 8-K Material Events →

04/27/2026 - 04:50 PM

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): April 27, 2026

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 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of U.S. Gold Corp. (the “Company”) held virtually on April 27, 2026 (the “Annual Meeting”), the stockholders of the Company: (i) elected each of the persons listed below under Proposal 1 to serve as a director of the Company until the next Annual Meeting of Stockholders or until their successors are duly elected and qualified and (ii) ratified the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accountant for the fiscal year ending April 30, 2026.

The final results for the votes regarding the proposals are as follows:

Proposal 1: Election of Directors

The following directors were elected with the following votes to serve until the next Annual Meeting of Stockholders or until their successors are duly elected and qualified

Nominee	For		Withheld		Broker Non-Votes
Luke Norman		3,526,856		1,224,653		4,995,092
George Bee		4,717,669		33,840		4,995,092
Johanna Fipke		4,470,483		281,026		4,995,092
Robert W. Schafer		4,643,587		107,922		4,995,092
Michael Waldkirch		4,407,596		343,913		4,995,092

Proposal 2: Ratification of Appointment of CBIZ CPAs P.C.

The appointment of CBIZ CPAs P.C. as the Company’s independent registered public accountant for the fiscal year ending April 30, 2026 was approved with the following votes:

For		Against		Abstain
9,687,844		22,061		36,696

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

Date: April 27, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did U.S. Gold Corp. (USAU) shareholders decide at the April 27, 2026 meeting?

Shareholders re-elected all five director nominees and ratified the company’s auditor. The board slate received majority support, and CBIZ CPAs P.C. was approved as independent registered public accountant for the fiscal year ending April 30, 2026, with strong "for" voting margins.

Were all U.S. Gold Corp. (USAU) director nominees elected at the 2026 Annual Meeting?

Yes, all five director nominees were elected to serve until the next Annual Meeting. Support varied by nominee, with George Bee receiving 4,717,669 votes for and only 33,840 withheld, while others such as Luke Norman and Michael Waldkirch also secured clear majorities of votes cast.

How did U.S. Gold Corp. (USAU) shareholders vote on the auditor ratification?

Shareholders strongly ratified CBIZ CPAs P.C. as independent registered public accountant. The proposal received 9,687,844 votes for, 22,061 against and 36,696 abstentions, confirming broad shareholder support for the firm to audit the fiscal year ending April 30, 2026 financial statements.

What were the vote results for U.S. Gold Corp. (USAU) director Luke Norman?

Director nominee Luke Norman received 3,526,856 votes for and 1,224,653 votes withheld. There were also 4,995,092 broker non-votes reported for this proposal, which typically reflect shares held in street name that did not provide specific voting instructions.

How many broker non-votes occurred on U.S. Gold Corp. (USAU) director elections?

Each director election showed 4,995,092 broker non-votes. Broker non-votes generally arise when beneficial owners do not instruct their brokers on non-routine matters, so those shares are counted for quorum but not as votes for or against the director nominees.

Filing Exhibits & Attachments

3 documents