U.S. Gold Corp. (USAU) moves 2026 annual meeting, sets new proposal deadlines

Rhea-AI Filing Summary

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.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

FY26 annual meeting date: October 13, 2026 Prior annual meeting date: April 27, 2026 Rule 14a-8 proposal deadline: July 27, 2026 +3 more

6 metrics

FY26 annual meeting date October 13, 2026 Date set by the board for the fiscal 2026 annual meeting

Prior annual meeting date April 27, 2026 Anniversary reference date for measuring schedule change

Rule 14a-8 proposal deadline July 27, 2026 Last date for proposals to be included in proxy materials

Bylaw notice window June 15–July 15, 2026 Period for other proposals or director nominations under bylaws

Universal proxy notice deadline August 14, 2026 Deadline 60 days before meeting for Rule 14a-19 notices

Universal proxy solicitation threshold 67% voting power Target voting power stockholders must intend to solicit under Rule 14a-19

Key Terms

Rule 14a-8, Second Amended and Restated Bylaws, universal proxy rules, Rule 14a-19, +1 more

5 terms

Rule 14a-8 regulatory

"To be included in the proxy materials for the FY26 Annual Meeting, stockholder proposals submitted in compliance with Rule 14a-8 under the Exchange Act"

Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.

Second Amended and Restated Bylaws regulatory

"In accordance with the Company’s Second Amended and Restated Bylaws (“Bylaws”), if a stockholder wishes to present a proposal"

universal proxy rules regulatory

"stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees at the FY26 Annual Meeting must comply with the “universal proxy rules,” Rule 14a-19"

Universal proxy rules require that when shareholders vote to elect directors in a contested election, the proxy card mailed to investors can include candidates nominated by both the company and dissident shareholders, letting investors mix and match their choices on a single ballot. This matters to investors because it makes their vote more flexible and easier to use, like replacing separate lists with one common ballot, which can influence who controls the board and the company’s future direction.

Rule 14a-19 regulatory

"including providing written notice on a timely basis no later than August 14, 2026, which is 60 days prior the date of the FY26 Annual Meeting"

Rule 14a-19 is a U.S. Securities and Exchange Commission rule that governs how independent proxy advisory firms produce and distribute voting recommendations for shareholders. It requires these advisers to provide companies with notice of their recommendations and a chance to respond, and to disclose certain conflicts; think of it as a referee ensuring both sides see a game plan before fans cast votes. Investors care because proxy advisers influence voting outcomes and corporate governance, so the rule affects transparency, potential bias, and the reliability of guidance that many investors rely on when voting shares.

record date financial

"The record date, time and location of the FY26 Annual Meeting will be as set forth in the Company’s proxy statement"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Understanding 8-K Material Events →

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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): May 22, 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 8.01 Other Events.

As previously disclosed in the proxy statement of U.S. Gold Corp. (the “Company”) for its annual meeting of stockholders held on April 27, 2026 (the “April 2026 Annual Meeting”), the Company expected to return to a more normalized schedule for its next annual meeting of stockholders to be held in fiscal year 2026 and anticipated that the date of that meeting would change by more than 30 days from the anniversary date of the April 2026 Annual Meeting. The proxy statement also stated that, if the deadlines for stockholder proposals and director nominations changed, the Company would announce the new dates in a Form 10-Q or Form 8-K.

On May 22, 2026, the board of directors of the Company established October 13, 2026 as the date of the Company’s annual meeting of stockholders to be held in fiscal year 2026 (the “FY26 Annual Meeting”). As the date of the FY26 Annual Meeting has advanced by more than 30 days from the anniversary date of the April 2026 Annual Meeting, in accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is informing its stockholders of such change. The record date, time and location of the FY26 Annual Meeting will be as set forth in the Company’s proxy statement for the FY26 Annual Meeting (the “Proxy Statement”).

To be included in the proxy materials for the FY26 Annual Meeting, stockholder proposals submitted in compliance with Rule 14a-8 under the Exchange Act (“Rule 14a-8”) must be received in writing at the following address, U.S. Gold Corp., 1910 East Idaho Street, Suite 102-Box 604, Elko, Nevada 89801, Attention: Secretary, on or before July 27, 2026, which the Company has determined to be a reasonable time before it expects to begin printing and mailing its proxy materials for the FY26 Annual Meeting.

In accordance with the Company’s Second Amended and Restated Bylaws (“Bylaws”), if a stockholder wishes to present a proposal before the FY26 Annual Meeting but does not wish to have a proposal considered for inclusion in the Proxy Statement and proxy in accordance with Rule 14a-8 or to nominate someone for election as a director, the notice of stockholder proposals or director nominations for the FY26 Annual Meeting must be received not earlier than close of business on June 15, 2026 and not later than close of business on July 15, 2026.

In addition, if applicable, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees at the FY26 Annual Meeting must comply with the “universal proxy rules,” Rule 14a-19 promulgated under the Exchange Act, as required by and in addition to the Bylaws, including providing written notice on a timely basis no later than August 14, 2026, which is 60 days prior the date of the FY26 Annual Meeting, and providing certain information required by Rule 14a-19 under the Exchange Act (including a statement that such stockholder intends to solicit the holders of shares representing at least 67% of the voting power of the Company’s shares entitled to vote on the election of directors in support of director nominees other than the Company’s nominees) to the Company.

All proposals, nominations, and/or notices must be delivered to the Company in compliance with all applicable SEC rules and regulations and the Bylaws.

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:  May 22, 2026

FAQ

When will U.S. Gold Corp. (USAU) hold its 2026 annual stockholders meeting?

U.S. Gold Corp. scheduled its fiscal 2026 annual meeting of stockholders for October 13, 2026. This date is more than 30 days earlier than the prior April 27, 2026 meeting, triggering updated notice and proposal deadlines for shareholders under SEC rules and the bylaws.

What is the Rule 14a-8 shareholder proposal deadline for U.S. Gold Corp. (USAU)?

To be included in U.S. Gold Corp.’s proxy materials under Rule 14a-8, stockholder proposals must be received in writing by July 27, 2026. Proposals must be delivered to the company’s Secretary at its Elko, Nevada address in compliance with all applicable SEC rules and regulations.

What is the window for non-Rule 14a-8 proposals and director nominations at USAU?

For proposals not seeking proxy inclusion under Rule 14a-8 or for director nominations, notices must be received between the close of business on June 15, 2026 and the close of business on July 15, 2026. These timing requirements follow U.S. Gold Corp.’s Second Amended and Restated Bylaws.

How do universal proxy rules affect director nominations at U.S. Gold Corp. (USAU)?

Stockholders who intend to solicit proxies for director nominees other than U.S. Gold Corp.’s nominees must comply with Rule 14a-19. They must provide written notice and required information by August 14, 2026, including a statement that they will solicit holders of at least 67% of the voting power.

Where must U.S. Gold Corp. (USAU) stockholders send proposals or nominations?

Stockholder proposals, director nominations, and universal proxy notices must be sent to U.S. Gold Corp., 1910 East Idaho Street, Suite 102-Box 604, Elko, Nevada 89801, Attention: Secretary. Submissions must also satisfy all applicable SEC rules and the company’s Second Amended and Restated Bylaws.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB