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. 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.
U.S. Gold Corp. VP-Exploration Kevin A. Francis reported new equity awards. On 01/21/2026 he received 6,752 shares of common stock in the form of restricted stock units under the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan. These restricted stock units vest on the first anniversary of the grant date, subject to his continuous service.
On the same date he was also granted stock options for 9,132 shares of common stock with an exercise price of $19.24 per share, which vest on the first anniversary of the grant date under the same plan, also conditioned on continuous service. Following the stock grant, he directly beneficially owned 50,457 shares of common stock and 9,132 stock options.
U.S. Gold Corp. Chief Financial Officer receives equity awards. On January 21, 2026, CFO Eric Alexander was granted 8,645 shares of common stock as restricted stock units at $0 cost, increasing his directly held common stock to 112,353 shares. The restricted stock units were granted under the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan and will vest on the first anniversary of the grant date, conditioned on his continued service.
On the same date, he was also granted 11,416 stock options with an exercise price of $19.24 per share, also under the 2020 Stock Incentive Plan. These options become exercisable on the first anniversary of the grant date and are scheduled to expire on January 21, 2031, reflecting a long-term incentive structure tied to ongoing employment.
U.S. Gold Corp. CEO and President George M. Bee reported new equity awards in the form of stock and options. On 01/21/2026 he acquired 13,043 shares of common stock as restricted stock units granted under the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan, at a price of $0 per share. These restricted stock units vest on the first anniversary of the grant date, subject to his continuous service.
Bee also received stock options for 15,982 shares of common stock with an exercise price of $19.24 per share, which vest on the first anniversary of the grant date, subject to the same service condition, and expire on 01/21/2031. Following these transactions, he directly beneficially owned 459,578 shares of common stock and 15,982 stock options.
U.S. Gold Corp. is registering up to 850,837 shares of common stock issuable upon exercise of previously issued warrants, including 151,987 warrants at $8.00 and 698,850 warrants at $9.50 per share. If all warrants are exercised for cash, the company would receive gross proceeds of about $7.9 million, which it plans to use for working capital and general corporate purposes.
Shares outstanding were 14,383,045 as of October 23, 2025 and would rise to 15,233,882 if all warrants are exercised. The company estimates pro forma net tangible book value would increase from $2.01 to $2.42 per share, implying dilution of $5.58 to $7.08 per share for warrant investors. U.S. Gold is a pre-revenue gold and copper exploration and development company focused on the CK Gold Project in Wyoming and other projects in Nevada and Idaho.
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.