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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): |
September
12, 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, $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
4.01 |
Changes
in Registrant’s Certifying Accountant. |
Based
on information provided by Marcum LLP (“Marcum”), the former independent registered public accountant of U.S. Gold Corp.
(the “Company”), CBIZ CPAs P.C. (“CBIZ CPAs”) acquired the attest business of Marcum, effective November 1, 2024.
Marcum continued to serve as the Company’s independent registered public accountant through September 12, 2025. On September 12,
2025, Marcum resigned as the Company’s independent registered public accountant and CBIZ CPAs was engaged to serve as the independent
registered public accountant of the Company for the fiscal year ending April 30, 2026, effective beginning with the review of the Company’s
condensed consolidated financial statements for the quarter ended July 31, 2025. The engagement of CBIZ CPAs was approved by the Audit
Committee of the Board of Directors of the Company. The services previously provided by Marcum will now be provided by CBIZ CPAs.
Marcum’s
report regarding the Company’s consolidated financial statements for the fiscal years ended April 30, 2025 and 2024 did not contain
any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles,
except that such report contained an explanatory paragraph regarding substantial doubt about the Company’s ability to continue
as a going concern.
During
the fiscal years ended April 30, 2025 and 2024, and through September 12, 2025, the date of Marcum’s resignation, there were (a)
no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Marcum on
any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements,
if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to the subject matter of the disagreements
in connection with Marcum’s reports on the Company’s financial statements, and (b) no “reportable events” (as
defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).
Prior
to engaging CBIZ CPAs, neither the Company nor anyone acting on its behalf consulted CBIZ CPAs regarding (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s
financial statements, and no written report was provided to the Company or oral advice was provided that CBIZ CPAs concluded was an important
factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter
that was either the subject of a disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or
a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K and the related instructions).
The
Company provided Marcum with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission
(the “SEC”) and requested that Marcum furnish the Company with a letter addressed to the SEC stating whether it agrees with
the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated September 16, 2025,
is filed as Exhibit 16.1 to this Current Report on Form 8-K.
| Item
9.01 |
Financial
Statements and Exhibits. |
| Exhibit
No. |
|
Description |
| 16.1 |
|
Letter from Marcum LLP dated September 16, 2025. |
| |
|
|
| 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:
September 16, 2025 |
By:
|
/s/
Eric Alexander |
| |
Name: |
Eric
Alexander |
| |
Title: |
Chief
Financial Officer |
