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. filings document a Nevada mining issuer with disclosures centered on the CK Gold Project, capital formation, shareholder governance, and material corporate events. Recent 8-K reports furnish feasibility-study information for the wholly owned CK Gold Project and record matters such as warrant amendments, termination of an equity sales agreement, and changes in the company's independent registered public accountant.
Proxy materials and annual-meeting reports disclose director elections, auditor ratification, voting results, and board-governance matters. Registration statements describe securities offered on a delayed or continuous basis, while the company's filings also frame risk, liquidity, and capital-structure disclosures relevant to an exploration and development company.
U.S. Gold Corp. has called a virtual-only annual meeting of stockholders for April 27, 2026, with a record date of February 26, 2026 and 16,501,163 common shares entitled to one vote each. Shareholders will vote on electing five directors and ratifying CBIZ CPAs P.C. as independent auditor for the fiscal year ending April 30, 2026.
The proxy describes board structure, committee responsibilities, director and executive compensation, and beneficial ownership, including two holders each owning more than 6% of the common stock. It also explains internet-based proxy access, voting procedures, broker non-votes and deadlines for future stockholder proposals.
U.S. Gold Corp. is registering 2,883,238 shares of Common Stock for resale under this prospectus, comprised of 1,922,159 shares sold in a private placement and 961,079 Warrant Shares issuable upon exercise of warrants.
The prospectus states the company will not receive proceeds from resales by the selling stockholders, but will receive proceeds if the Warrants are exercised for cash, and intends to use any such proceeds for general corporate purposes. The December 23, 2025 private placement priced the Shares at $16.25 per share and issued Warrants exercisable at $23.00 per share expiring two years thereafter. The prospectus discloses 16,455,121 shares outstanding as of January 31, 2026 and lists multiple institutional selling stockholders with per-holder maximums in the selling table.
U.S. Gold Corp. investors report an 11.01% ownership stake in the company’s common stock. Thomas B. Akin and Karen Hochster together beneficially own 1,585,000 shares of common stock, based on 14,390,202 shares outstanding as of December 9, 2025.
Akin directly beneficially owns 1,510,000 shares, including 1,220,000 common shares and rights to acquire 290,000 shares through warrants. Hochster directly beneficially owns 75,000 shares. They state the holdings are not intended to change or influence control of U.S. Gold Corp.
U.S. Gold Corp. has filed an S-1 registration statement to register up to 2,883,238 shares of common stock for resale by existing investors. These consist of 1,922,159 shares issued in a December 23, 2025 private placement and 961,079 shares issuable upon exercise of related warrants with a $23.00 exercise price.
The company will not receive proceeds from investors’ resale of these shares, but will receive cash only if the warrants are exercised, which it plans to use for general corporate purposes. As of January 31, 2026, 16,455,121 shares of common stock were outstanding. U.S. Gold Corp. is a gold, copper and precious metals exploration and development company focused mainly on advancing its CK Gold Project in Wyoming and has no revenue-producing activities.
U.S. Gold Corp. director Johanna Fipke reported equity awards received on 01/21/2026 under the company’s Amended and Restated 2020 Stock Incentive Plan. She was granted 7,673 deferred stock units of common stock at a grant price of $0. These units become service-satisfied on the first anniversary of the grant date if she remains on the Board, and the service-satisfied portion will vest for delivery when her Board service ends.
She also received 13,699 stock options with an exercise price of $19.24 per share, which vest on the first anniversary of the grant date, again contingent on continuous service. Following these grants, she directly beneficially owns 24,698 shares of common stock and 13,699 stock options.
U.S. Gold Corp. director Luke Anthony Norman reported new equity awards granted on January 21, 2026. He received 9,591 deferred stock units of common stock at a grant price of $0, bringing his directly held common shares to 449,401 after the award.
He was also granted stock options covering 15,982 shares of common stock with an exercise price of $19.24 per share. The deferred stock units and options were granted under the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan and each vests on the first anniversary of the grant date, subject to his continuous service as a director, with the deferred units ultimately vesting when his Board service ends.
U.S. Gold Corp. director Michael N. Waldkirch received new equity awards on January 21, 2026. He was granted 7,673 deferred stock units of common stock at a price of $0, increasing his directly held common shares to 27,508 after the award. The deferred stock units become service-satisfied on the first anniversary of the grant date, as long as he continues serving, and the service-satisfied portion will vest when he leaves the Board.
He was also granted 13,699 stock options with an exercise price of $19.24 per share, all under the company’s Amended and Restated 2020 Stock Incentive Plan. These options vest on the first anniversary of the grant date, subject to his continuous service as a director, and he holds 13,699 options directly following this transaction.
U.S. Gold Corp. director Robert W. Schafer received new equity awards under the company’s Amended and Restated 2020 Stock Incentive Plan. On 01/21/2026, he was granted 7,673 restricted stock units of common stock at a grant price of $0, which vest on the first anniversary of the grant date, subject to his continuous service.
On the same date, he was also granted stock options covering 13,699 shares of common stock with an exercise price of $19.24 per share. These options also vest on the first anniversary of the grant date, contingent on continued service, and expire on 01/21/2031. Following the equity award, he directly beneficially owned 122,622 shares of common stock and 13,699 stock options.