Welcome to our dedicated page for U S Gold SEC filings (Ticker: USAU), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
U.S. Gold Corp. (NASDAQ: USAU) files periodic and current reports with the U.S. Securities and Exchange Commission as a Nevada-incorporated, U.S.-focused gold and copper exploration and development company. This page brings together those SEC filings, allowing investors to review the company’s official disclosures on its projects, capital structure, and governance.
In its Form 8-K filings, U.S. Gold Corp. has reported items such as the termination of a Controlled Equity Offering Sales Agreement when it was no longer eligible to use Form S-3, changes in its independent registered public accounting firm following the acquisition of Marcum LLP’s attest business by CBIZ CPAs P.C., and amendments to outstanding warrants to permit cash or cashless (net exercise) settlement. These documents provide detail on how the company manages its financing arrangements, auditor relationships, and security holder rights.
Through its SEC reports, investors can also track commentary from auditors, including prior explanatory paragraphs regarding substantial doubt about the company’s ability to continue as a going concern, as disclosed in an 8-K summarizing the transition from Marcum LLP to CBIZ CPAs. Filings may further reference the company’s portfolio, including the CK Gold Project in southeast Wyoming, the Keystone exploration property on the Cortez Trend in Nevada, and the Challis Gold Project in Idaho.
On Stock Titan, U.S. Gold Corp.’s filings are supplemented with AI-powered summaries that highlight key points from lengthy documents, helping readers understand the implications of 8-Ks, annual and quarterly reports, and Form 4 insider transaction filings. Real-time updates from EDGAR and plain-language explanations of complex sections are designed to make it easier to interpret how regulatory disclosures relate to USAU’s exploration and development activities.
U.S. Gold Corp. (USAU) filed a Form S-8 to register securities for issuance under its equity compensation programs, including the U.S. Gold Corp. 2020 Stock Incentive Plan, the First Amendment to that plan, and the Amended and Restated 2020 Stock Incentive Plan.
The filing incorporates recent 8-Ks and the July 31, 2025 Form 10-Q by reference, and includes standard Nevada indemnification provisions, opinion and consent exhibits, and officer/director signatures dated November 13, 2025.
U.S. Gold Corp. filed a post‑effective amendment on Form S‑1 to continue the registration of up to 850,837 shares of common stock issuable upon exercise of previously issued warrants. The filing replaces an earlier S‑3 because the company is not currently eligible to use Form S‑3 due to a late Part III of its Form 10‑K for the year ended April 30, 2025.
The registered warrant shares comprise two tranches: 151,987 shares at an exercise price of $8.00 per share from February 2022 warrants, and 698,850 shares at an exercise price of $9.50 per share from November 2024 warrants. The company will receive cash only upon any cash exercises; if all warrants are exercised for cash, gross proceeds would be approximately $7,854,971. The company states intended uses include working capital and general corporate purposes.
Shares outstanding were 14,383,045 as of October 23, 2025, and would be 15,233,882 assuming full exercise of the registered warrants. USAU trades on the Nasdaq Capital Market; the last reported sale price was $16.71 per share on October 24, 2025.
U.S. Gold Corp. reported that it is ending its at-the-market equity sales arrangement with Cantor Fitzgerald & Co.. The company had used a Controlled Equity OfferingSM Sales Agreement to sell common stock from time to time under a Form S-3 shelf registration and related prospectus supplement.
On October 10, 2025, U.S. Gold notified Cantor that it is terminating the Sales Agreement because the company is no longer eligible to use Form S-3. The termination is scheduled to become effective on October 20, 2025, and U.S. Gold will not incur any termination penalties.
U.S. Gold Corp. filed an amended quarterly report for the period ended July 31, 2025 to update its assessment of disclosure controls and procedures. Management, including the CEO and CFO, now concludes that these disclosure controls were not effective as of July 31, 2025 because the company filed an Amendment No. 1 to its Form 10-K for the year ended April 30, 2025 late, specifically for the required Part III information.
The company states that this issue did not affect its financial statements, and there is no change to its conclusion about internal control over financial reporting for the quarter. As part of a remediation plan, the company intends to formalize processes for identifying SEC filing deadlines, enhance disclosure controls around deadline compliance, and expand training for personnel involved in preparing and filing Exchange Act reports. The amendment also adds updated CEO and CFO certifications and related exhibits, while leaving all other disclosures from the original report unchanged.
U.S. GOLD CORP. amended its annual report to disclose executive compensation, equity awards, beneficial ownership and corporate governance items. The company states a market-derived figure calculated using a
U.S. GOLD CORP. ownership disclosure shows a joint filing by AIMS Asset Management Sdn. Bhd. and Seraya Investment Pte. Ltd. reporting beneficial ownership on behalf of Phoenix Gold Fund Ltd. The fund holds 791,807 common shares, representing
The filing classifies both filers as fund management entities organized in Malaysia and Singapore, and states sole voting and dispositive power over the reported shares. The statement affirms regulatory comparability of the foreign fund managers with U.S. institutions and commits to furnish additional information to SEC staff upon request.
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.
U.S. Gold Corp. Schedule 13G/A shows Thomas B. Akin and Karen Hochster together beneficially own 1,749,860 shares of common stock, representing 12.48% of the 14,026,030 shares outstanding reported in the company's Form 10-K. Mr. Akin directly holds 1,699,860 shares, which include 1,409,860 currently held plus rights to acquire 140,000 shares via warrants exercisable beginning October 19, 2024 and 150,000 shares via warrants exercisable beginning November 27, 2024. Ms. Hochster directly holds 50,000 shares. The filing states the positions were not acquired to change control of the issuer and discloses sole and shared voting and dispositive powers accordingly.
U.S. Gold Corp. reports preliminary quarterly disclosures showing cash and financing activity but continuing losses that raise going-concern uncertainty. The company held approximately $11.1 million and $7.9 million in bank balances at July 31, 2025 and April 30, 2025 respectively, and recorded a working capital of about $11.3 million. For the three months ended July 31, 2025, the company reported a net loss of approximately $2.1 million and cash used in operations of approximately $3.3 million.
The company completed warrant exercises that generated proceeds (including cash exercises of 870,000 warrants for approximately $5.36 million and other exercises totaling several hundred thousand dollars) and reclassified a warrant liability into additional paid-in capital after exercises. Significant warrant instruments were previously classified as liabilities and remeasured at fair value. Lease amendments and adjustments to right-of-use assets were recorded, and management states substantial doubt exists about the ability to continue as a going concern without additional financing.
Luke Norman, identified as a director of U.S. Gold Corp. (USAU), exercised a warrant on 08/09/2025 to acquire 100,000 shares at an exercise price of $6.00 per share.
The exercise was completed on a cashless basis: the company withheld 49,917 of the warrant shares to cover the exercise price and issued the reporting person the remaining 50,083 shares. The company also paid $2.34 in lieu of a fractional share.
The transaction was reported on a Form 4 and shows the director increasing his direct shareholding through warrant exercise without an out-of-pocket cash payment.