[8-K] U.S. Gold Corp. Reports Material Event

Rhea-AI Filing Summary

U.S. Gold Corp. amended its warrant agreement to allow the holder of the remaining warrants to purchase up to 100,000 shares at an exercise price of $6.00 per share to be exercised either for cash or on a cashless (net exercise) basis. The warrants are described as expiring on or around August 10, 2025. The amendment is filed as Exhibit 4.1 to this Form 8-K and the change is incorporated into the disclosure concerning material modification to security holder rights.

Positive

• Warrant Amendment allows cash or cashless exercise, explicitly permitting the warrantholder to choose either method
• Clear disclosure and exhibit filing — the amendment is filed as Exhibit 4.1 and incorporated into the Item 3.03 disclosure

Negative

• None.

Insights

Financial Analyst

TL;DR Small, focused amendment giving the warrantholder flexibility to exercise up to 100,000 warrants either for cash or via net exercise.

The amendment explicitly permits the remaining outstanding warrants to be exercised on a cash or cashless (net exercise) basis at an exercise price of $6.00 per share for up to 100,000 shares, with the warrants noted as expiring on or around August 10, 2025. This is a contractual modification to warrant terms and is disclosed via Exhibit 4.1. The change appears limited in scope to the remaining warrants described in the filing.

Corporate Governance Expert

TL;DR The company recorded a material modification to warrant rights and attached the amendment as an exhibit, meeting disclosure norms for such changes.

The filing states the Warrant Amendment modifies the method of exercise (cash or cashless/net exercise) for the remaining warrants to purchase up to 100,000 shares at $6.00 per share, and that the form of the amendment is filed as Exhibit 4.1. The disclosure is incorporated into the item addressing material modifications to security holder rights, aligning the corporate record with the contractual change.

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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): August 9, 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)		(I.R.S. Employer Identification Number)

1910 E. Idaho Street, Suite 102-Box 604 Elko, NV		89801
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 557-4550

(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		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 1.01 Entry into a Material Definitive Agreement.

On August 9, 2025, U.S. Gold Corp. (the “Company”) and the warrantholder of the remaining outstanding warrants to purchase up to 100,000 shares of common stock of the Company at an exercise price of $6.00 per share expiring on or around August 10, 2025, agreed to amend the warrant agreement governing such warrants to provide that such warrants may be exercised, at the election of such warrantholder, on a cash or cashless (net exercise) basis (the “Warrant Amendment”).

The foregoing description of the Warrant Amendment is not complete and is subject to, and qualified in its entirety by, the full text of the form of the Warrant Amendment, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The disclosure set forth above in Item 1.01 is incorporated by reference into this Item 3.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Form of Amendment No. 1 to Warrant Agreement, dated as of August 9, 2025, by and between U.S. Gold Corp. and the Warrantholder.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.
Date: August 11, 2025	By:	/s/ Eric Alexander
	Name:	Eric Alexander
	Title:	Chief Financial Officer

FAQ

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

The company disclosed an amendment to the warrant agreement permitting the remaining warrants to be exercised on a cash or cashless (net exercise) basis.

How many warrants are affected and what is the exercise price?

The amendment applies to warrants to purchase up to 100,000 shares at an exercise price of $6.00 per share.

When do the amended warrants expire?

The warrants are described as expiring on or around August 10, 2025.

Where can I find the full text of the amendment?

The form of the amendment is filed as Exhibit 4.1 to the Current Report on Form 8-K.

Was this change characterized as a material modification to security holder rights?

Yes; the filing incorporates the amendment into the item addressing a material modification to rights of security holders.