As
filed with the Securities and Exchange Commission on November 13, 2025
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
U.S.
GOLD CORP.
(Exact
name of registrant as specified in its charter) |
| Nevada |
|
22-1831409 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
1910
E. Idaho Street, Suite 102-Box 604
Elko,
NV |
|
89801 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
U.S.
Gold Corp. 2020 Stock Incentive Plan
First
Amendment to the U.S. Gold Corp. 2020 Stock Incentive Plan
U.S.
Gold Corp. Amended and Restated 2020 Stock Incentive Plan
(Full
title of the plan)
C
T Corporation
28
Liberty Street
New
York, NY 10005
(Name
and address of agent for service)
(212)
894-8940
(Telephone
number, including area code, of agent for service)
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer ☐ |
Accelerated
filer ☐ |
| Non-accelerated
filer ☒ |
Smaller
reporting company ☒ |
| |
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 7(a)(2)(B) of the Securities Act. ☐
Part
I — Information Required in the Section 10(a) Prospectus
| Item
1. | Plan
Information. * |
| Item
2. | Registrant
Information and Employee Plan Annual Information.* |
| * | The
documents containing the information specified in “Item 1. Plan Information”
and “Item 2. Registrant Information and Employee Plan Annual Information” of
Form S-8 will be sent or given to participants, as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the “Securities Act”). Such documents are
not required to be, and are not, filed with the United States Securities and Exchange Commission
(the “Commission”) either as part of this registration statement or as a prospectus
or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and
the documents incorporated by reference in this registration statement pursuant to Item 3
of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act. |
Part
II — Information Required in the Registration Statement
| Item
3. | Incorporation
of Documents by Reference. |
The
following documents filed by U.S. Gold Corp. (the “Company”) with the Commission are incorporated herein by reference:
| (a) | The
Company’s annual report on Form 10-K for the fiscal year ended April 30, 2025, filed
with the Commission on July 29, 2025, as amended by the Company’s Amendment No. 1 to
annual report on Form 10-K/A for the fiscal year ended April 30, 2025, filed with the Commission
on October 10, 2025; |
| (b) | (i)
The Company’s Current Report(s) on Form 8-K filed (in all filings, excluding any portions
furnished under Item 2.02 or Item 7.01 and any exhibits included with such Items, as applicable)
on May 9, 2025, June 9, 2025, August 11, 2025, September 16, 2025 and October 10, 2025; |
| | | |
| | | (ii)
The Company’s quarterly report on Form 10-Q for the quarter ended July 31, 2025, filed
with the Commission on September 15, 2025, as amended by the Company’s Amendment No.
1 to quarterly report on Form 10-Q/A, filed with the Commission on October 10, 2025; and |
| (c) | The
description of the Company’s common stock contained in Item 1 of the Company’s
Registration Statement on Form 8-A (File No. 000-04053) filed with the Commission on January
27, 2000, including any amendment or report filed for the purpose of updating such description
(including the description of Registrant’s securities filed as Exhibit 4.3 to the Registrant’s
Annual Report on Form 10-K for the fiscal year ended April 30, 2021, filed with the Commission
on July 29, 2021). |
All
documents filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), subsequent to the date of this registration statement and prior to the filing of a post-effective amendment to this registration
statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference into this registration statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
| Item
4. | Description
of Securities. |
Not
applicable.
| Item
5. | Interests
of Named Experts and Counsel. |
Not
applicable.
| Item
6. | Indemnification
of Directors and Officers. |
Section
78.7502(1) of the Nevada Revised Statutes (“NRS”) provides that a corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (except an action by or in the right of the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise or as a manager of a limited liability company,
against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceeding if such person: (i) is not liable pursuant to NRS 78.138; or (ii) acted in
good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
NRS
Section 78.7502(2) further provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason
of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise
or as a manager of a limited liability company, against expenses, including amounts paid in settlement and attorneys’ fees
actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if such person:
(i) is not liable pursuant to NRS 78.138; or (ii) acted in good faith and in a manner which he or she reasonably believed
to be in or not opposed to the best interests of the corporation. Indemnification pursuant to NRS 78.7502 may not be made for
any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all
appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view
of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court
deems proper.
To
the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (1) and (2) of NRS Section 78.7502, as described above, or in defense of any
claim, issue or matter therein, the corporation shall indemnify him or her against expenses (including attorneys’ fees) actually and reasonably
incurred by such person in connection with the defense.
The
articles of incorporation, as amended, and the second amended and restated bylaws of the Company provide that the Company shall, to the
fullest extent permitted by the NRS, as now or hereafter in effect, indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the Company, by reason of the fact that he is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (i) is not liable pursuant to NRS Section
78.138; or (ii) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
| Item
7. | Exemption
from Registration Claimed. |
Not
applicable.
An
Exhibit Index appears on page 6 hereof and is incorporated herein by reference.
| (a) | The
undersigned registrant hereby undertakes: |
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
| (i) | To
include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | To
reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities
offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in the volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement; and |
| (iii) | To
include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information in the
registration statement; |
Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(h)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
EXHIBIT
INDEX
| Exhibit No. |
|
Description |
| 4.1 |
|
Description
of Securities (incorporated by reference to Exhibit 4.3 to the Annual Report on Form 10-K filed with the Commission, file number
001-08266, on July 29, 2021). |
| 4.2 |
|
U.S.
Gold Corp 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission,
file number 001-08266, on September 24, 2019). |
| 4.3 |
|
First
Amendment to the U.S. Gold Corp. 2020 Stock Incentive Plan dated November 9, 2020 (incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K filed with the Commission, file number 001-08266, on November 10, 2020). |
| 4.4 |
|
U.S.
Gold Corp. Amended and Restated 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.11.2 to the Amendment No. 1 to
Annual Report on Form 10-K/A for the fiscal year ended April 30, 2025 filed with the Commission, file number 001-08266, on October
10, 2025). |
| 4.5 |
|
Form
of Restricted Stock Unit Award Agreement under the U.S. Gold Corp. 2020 Stock Incentive Plan (Form of Bonus RSU Award Agreement).* |
| 4.6 |
|
Form
of Restricted Stock Unit Award Agreement under the U.S. Gold Corp. 2020 Stock Incentive Plan (Form of Long Term RSU Award Agreement).* |
| 4.7 |
|
Form of Nonqualified Stock Option Agreement under the U.S. Gold Corp. 2020 Stock Incentive Plan (Form of Bonus Option and Short Term Option Award Agreement).* |
| 4.8 |
|
Form
of Nonqualified Stock Option Agreement under the U.S. Gold Corp. 2020 Stock Incentive Plan (Form of Long Term Option Award Agreement).* |
| 4.9 |
|
Form
of Deferred Stock Unit Award Agreement under the U.S. Gold Corp. 2020 Stock Incentive Plan (Form of Short Term DSU Award Agreement).* |
| 4.10 |
|
Form
of Deferred Stock Unit Award Agreement under the U.S. Gold Corp. 2020 Stock Incentive Plan (Form of Long Term DSU Award Agreement).* |
| 5.1 |
|
Opinion of Brownstein Hyatt Farber Schreck, LLP.* |
| 23.1 |
|
Consent of Brownstein Hyatt Farber Schreck, LLP (contained in Exhibit 5.1 hereto). |
| 23.2 |
|
Consent
of Marcum LLP.* |
| 23.3 |
|
Consent
of AKF Mining Services Inc.* |
| 23.4 |
|
Consent
of Drift Geo LLC.* |
| 23.5 |
|
Consent
of John Wells.* |
| 23.6 |
|
Consent
of Samuel Engineering, Inc.* |
| 23.7 |
|
Consent
of Tierra Group International, Ltd.* |
| 23.8 |
|
Consent of Company QP (Kevin Francis).* |
| 24.1 |
|
Powers
of Attorney (included on the signature page of this registration statement). |
| 107 |
|
Filing Fee Table.* |
*
Filed herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Elko, State of Nevada, on November 13, 2025.
| |
U.S.
GOLD CORP. |
| |
|
| |
By: |
/s/
Eric Alexander |
| |
Name: |
Eric
Alexander |
| |
Title: |
Chief
Financial Officer and Corporate Secretary |
POWERS
OF ATTORNEY
AND
SIGNATURES
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints George M. Bee and Eric Alexander,
and each of them, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name and on his or her behalf as a director and/or officer
of U.S. Gold Corp. to prepare, execute and deliver any and all amendments, including post-effective amendments, and supplements to this
registration statement on Form S-8, including any amendment to this registration statement for the purpose of registering additional
shares in accordance with General Instruction E to Form S-8, and to file the same, with exhibits and schedules thereto, and other documents
in connection therewith (including any necessary amendments thereof), with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act necessary or desirable
to be done in connection with the above-described matters, as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the date indicated.
| Name
and Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
George M. Bee |
|
|
|
|
| George
M. Bee |
|
President,
Chief Executive Officer and Director
(principal
executive officer) |
|
November 13, 2025 |
| /s/
Eric Alexander |
|
|
|
|
| Eric
Alexander |
|
Chief
Financial Officer and Corporate Secretary
(principal
financial and accounting officer) |
|
November 13, 2025 |
| /s/
Luke Norman |
|
|
|
|
| Luke
Norman |
|
Director
and Chairman of the Board |
|
November 13, 2025 |
| |
|
|
|
|
| /s/
Johanna Fipke |
|
|
|
|
| Johanna
Fipke |
|
Director |
|
November 13, 2025 |
| |
|
|
|
|
| /s/
Robert W. Schafer |
|
|
|
|
| Robert
W. Schafer |
|
Director |
|
November 13, 2025 |
| |
|
|
|
|
| /s/
Michael Waldkirch |
|
|
|
|
| Michael
Waldkirch |
|
Director |
|
November 13, 2025 |
