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. 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 $6.15 closing share price on 10/31/2024. Reported executive pay includes a $300,000 base for the President and CEO and total 2025 compensation for the Chief Financial Officer of $781,252. Several stock option and restricted share awards are listed with exercise prices such as $5.02 (expiring 01/12/2028), $6.93 (expiring 01/24/2027) and $7.65 (expiring 11/25/2029). Current directors and executive officers hold 10.06% of the company, while two other named holders report 5.42% and 12.10% stakes. The company adopted an insider trading policy (Exhibit 19.1) and discloses professional fees including audit/tax amounts of $213,132 and $191,855.
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 5.5% of the 14,348,045 shares outstanding used for the calculation. The position includes 249,929 shares attributable to warrants that are exercisable within 60 days, and those shares are included in the reported total.
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.
U.S. Gold Corp. amended its warrant agreement to allow the holder of the remaining warrants to purchase up to 100,000 shares at an exercise price of $6.00 per share to be exercised either for cash or on a cashless (net exercise) basis. The warrants are described as expiring on or around August 10, 2025. The amendment is filed as Exhibit 4.1 to this Form 8-K and the change is incorporated into the disclosure concerning material modification to security holder rights.
Schedule 13G/A (Amendment No. 8) filing for U.S. Gold Corp. (“USAU”) reports that Malaysian fund manager AIMS Asset Management Sdn. Bhd. and Singapore-based Seraya Investment Pte. Ltd., acting jointly for their managed vehicle Phoenix Gold Fund Ltd., hold a beneficial stake of 891,807 common shares in USAU.
The position represents 6.4 % of the company’s 13,956,030 outstanding shares, moving or keeping the investors above the 5 % reporting threshold under Section 13(d) of the Exchange Act. The filing discloses:
- Sole voting power: 891,807 shares
- Sole dispositive power: 891,807 shares
- No shared voting or dispositive power
- 333,362 of the reported shares are underlying warrants that are exercisable within 60 days
The form classifies both AIMS and Seraya as foreign fund-management companies regulated in Malaysia and Singapore, respectively. No other persons are reported to have beneficial ownership, and no change-of-control intentions are indicated.
The certification section states that the foreign regulatory regimes are substantially comparable to U.S. requirements, fulfilling Rule 13d-1(b) conditions for qualified institutional investors. Signatures were provided by Compliance Officer/Authorised Signatory Eileen Sim on 3 Jul 2025.
For shareholders, the key takeaway is the continued presence of a specialized precious-metals fund with a mid-single-digit stake and warrant exposure that could incrementally increase the public float if exercised.