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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): 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
