[8-K] U.S. GOLD CORP. Reports Material Event

Rhea-AI Filing Summary

U.S. Gold Corp. filed an 8-K reporting a change in the registrant's certifying accountant. The filing references a letter from Marcum LLP dated September 16, 2025 and includes an electronic interactive data file. The filing is signed by Eric Alexander, Chief Financial Officer, with the filing date noted as September 16, 2025. The submitted content is brief and provides notice of the accountant change and an accompanying Marcum LLP letter but does not include further explanation of the reasons for the change or any financial statements or exhibits beyond the referenced letter.

Positive

• Company disclosed the change in certifying accountant via an 8-K, satisfying SEC notification requirements
• Letter from Marcum LLP dated September 16, 2025 is referenced and attached as part of the filing

Negative

• Filing lacks explanatory detail about the reason for the change in certifying accountant
• No information provided on whether there were disagreements, scope limitations, or impacts to prior financial statements

Insights

Financial Analyst

TL;DR: The company disclosed a change in its certifying accountant with a letter from Marcum LLP; the filing lacks detail on causes and impacts.

The disclosure meets the basic SEC requirement to notify investors that a change in the certifying accountant occurred and to attach the accountant's letter dated September 16, 2025. From an analyst's perspective, the filing is procedural and provides limited actionable financial information. Material implications depend on the content of Marcum LLP's letter and any additional filings (for example, a Form 8-K Item describing disagreements or restatements). Because those details are not included here, investors cannot assess whether the change reflects routine rotation, a disagreement, or issues with prior financials.

Corporate Governance Expert

TL;DR: Governance disclosure completed, but absence of explanatory detail prevents evaluation of governance or control risks.

The company executed the formal disclosure step by filing an 8-K and attaching a dated letter from Marcum LLP and the CFO's signature. Good governance practice requires timely notification; however, effective assessment of governance implications requires the letter's substance and any statements about disagreements, scope limitations, or management's assessment. Those elements are not present in the provided text, so the governance impact cannot be determined from this filing alone.

false 0000027093 0000027093 2025-09-12 2025-09-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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.

(d) 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

FAQ

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

The company disclosed a change in its certifying accountant and referenced a letter from Marcum LLP dated September 16, 2025.

Who signed the 8-K for U.S. Gold Corp. (USAU)?

The filing is signed by Eric Alexander, Chief Financial Officer, dated September 16, 2025.

Does the filing explain why the accountant changed?

No. The provided text does not include an explanation of the reason for the change.

Does the 8-K include financial statements or exhibits related to the change?

The filing references the Marcum LLP letter and an interactive data file but does not include other financial statements or detailed exhibits in the provided content.

Is this 8-K considered material or routine?

The filing notifies investors of an accountant change; whether it is materially adverse cannot be determined from the information provided.