USGO trims ATM offering to $2.12M

USGO amends its ATM prospectus to set a new maximum offering amount of up to $2,116,998.60 of Common Stock.

Rhea-AI Filing Summary

USGO amends its ATM prospectus to set a new maximum offering amount of up to $2,116,998.60 of Common Stock.

The supplement reduces the size of shares available under the Sales Agreement with H.C. Wainwright & Co. It states prior ATM sales totaled $10,723,983 and reports a public float of $44,713,619.28 based on 3,304,776 shares at $13.53 per share as of May 5, 2026. After prior sales and the Form S-3 instruction limit, the company may still offer up to $5,906,045.76 under General Instruction I.B.6 of Form S-3. The supplement notes the Nasdaq last sale price of $8.06 on June 25, 2026.

Insights

Equity Capital Markets Analyst

TL;DR: Company reduces available ATM capacity to $2.12M while noting prior ATM sales of $10.72M and remaining S-3 capacity.

The supplement lowers the maximum aggregate offering price available under the Sales Agreement to $2,116,998.60, reflecting a change to the parameters of its at‑the‑market program. It confirms prior ATM activity of $10,723,983, which is relevant to available shelf capacity under General Instruction I.B.6 of Form S-3.

Key dependencies include the public float calculation of $44,713,619.28 (based on 3,304,776 shares at $13.53 as of May 5, 2026) and the Form S-3 selling limit. Subsequent filings will show if and when additional sales occur.

Capital Markets Attorney

TL;DR: The supplement is an administrative amendment that adjusts ATM offering capacity and preserves Form S-3 compliance references.

Legal focus: the document amends the prospectus to reduce the ATM offering cap and reiterates compliance with General Instruction I.B.6 of Form S-3, including a calculation of prior sales in the past 12 months. It references the Sales Agreement dated May 15, 2024 with H.C. Wainwright & Co.

Material qualifiers are preserved verbatim: amounts are tied to the Form S-3 instruction and the supplement is qualified by the underlying prospectus; timing and future sale amounts depend on incremental sales under the Sales Agreement.

Key Figures

New ATM offering cap: $2,116,998.60 Prior ATM sales: $10,723,983 Public float: $44,713,619.28 +2 more

5 metrics

New ATM offering cap $2,116,998.60 maximum aggregate offering price stated in prospectus supplement

Prior ATM sales $10,723,983 aggregate sales through the Sales Agents under the Sales Agreement

Public float $44,713,619.28 based on 3,304,776 shares at $13.53 per share as of May 5, 2026

Remaining Form S-3 capacity $5,906,045.76 amount available pursuant to General Instruction I.B.6 of Form S-3 after prior sales

Last reported Nasdaq sale $8.06 last reported sale price on June 25, 2026

Key Terms

At The Market Offering Agreement, General Instruction I.B.6 of Form S-3, public float, Sales Agents

4 terms

At The Market Offering Agreement regulatory

""At The Market Offering Agreement (the \"Sales Agreement\") dated May 15, 2024""

An at-the-market offering agreement is a contract that lets a company sell newly issued shares directly into the open market through a broker, at whatever price the stock is trading at that moment. For investors this matters because it can increase the number of shares available (which may dilute existing ownership) while providing a flexible, often faster way for the company to raise cash without fixing a price, similar to a vendor selling small batches at current market stalls rather than setting a single fixed price.

General Instruction I.B.6 of Form S-3 regulatory

""pursuant to General Instruction I.B.6 of Form S-3""

public float market

""aggregate market value of our outstanding Common Stock held by non-affiliates, or the public float""

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

Sales Agents other

""H.C. Wainwright & Co., LLC, as lead agent (the \"Lead Agent\") and the co-agents""

Sales agents are individuals or firms that sell a company’s products or services on its behalf, often working on commission or under a sales agreement rather than as full-time employees. Investors care because agents affect how quickly and widely a product reaches customers, the cost of making sales, and revenue predictability—think of them as independent delivery drivers who expand a company’s reach without the fixed cost of hiring more staff.

FAQ

What change does the USGO prospectus supplement announce?

It reduces the ATM offering cap to $2,116,998.60, amending prior prospectus terms. The supplement replaces prior offering parameters and limits future ATM sales to the newly stated maximum under the Sales Agreement with H.C. Wainwright & Co.

How much common stock has USGO sold through the ATM program so far?

Through the date of the supplement, USGO reports aggregate ATM sales of $10,723,983. That figure is provided to reconcile prior issuance activity with remaining Form S-3 capacity under General Instruction I.B.6.

What public float and share counts does the supplement disclose for USGO (symbol USGO)?

The supplement states a public float of $44,713,619.28, based on 3,304,776 shares held by non‑affiliates at $13.53 per share as of May 5, 2026. This figure is used for Form S-3 calculation purposes.

How much additional capacity remains under Form S-3 for USGO after this supplement?

After giving effect to prior sales and Form S-3 limits, the company states it may offer up to $5,906,045.76 pursuant to General Instruction I.B.6 of Form S-3. This reflects the residual selling capacity calculation disclosed.

What was USGO's last reported Nasdaq sale price mentioned in the supplement?

The supplement reports the Nasdaq last reported sale price as $8.06 per share on June 25, 2026. That price is provided as a market data reference and not as an offer price for the ATM program.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/26/2026 - 05:09 PM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-279435

PROSPECTUS SUPPLEMENT

(To Prospectus Supplements dated December 12, 2025, and September 30, 2025, to Prospectus dated May 28, 2024)

Up to $2,116,998.60

Common Stock

This prospectus supplement amends and supplements the information in the prospectus, dated May 28, 2024 (the “ATM Prospectus”), to the accompanying base prospectus, dated May 28, 2024 (the “Base Prospectus” and, collectively with the ATM Prospectus, the “Prospectus”), filed as a part of our registration statement on Form S-3 (File No. 333-279435) (the “Registration Statement”), as supplemented by the prospectus supplement, dated September 30, 2025 and the prospectus supplement, dated December 12, 2025, relating to the offering, issuance and sale by us of our common stock, par value $0.001 per share (“Common Stock”), from time to time that may be issued and sold under the At The Market Offering Agreement (the “Sales Agreement”), dated May 15, 2024, with H.C. Wainwright & Co., LLC, as lead agent (the “Lead Agent”) and the co-agents party thereto (collectively with the Lead Agent, the “Sales Agents”). Through the date hereof, we have sold an aggregate of $10,723,983 of shares of our Common Stock through the Sales Agents under the Sales Agreement. This prospectus supplement should be read in conjunction with the Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prospectus. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the Prospectus, and any future amendments or supplements thereto.

The purpose of this prospectus supplement is to decrease the amount of shares we are offering pursuant to the Sales Agreement and the Prospectus, such that we are now offering to sell shares of our Common Stock having a maximum aggregate offering price of up to $2,116,998.60 through the Sales Agents.

As of the date of this prospectus supplement, the aggregate market value of our outstanding Common Stock held by non-affiliates, or the public float, was $44,713,619.28, which was calculated based on 3,304,776 shares of our outstanding Common Stock held by non-affiliates at a price of $13.53 per share, the closing price of our Common Stock on the Nasdaq Capital Market on May 5, 2026. During the 12 calendar months prior to, and including, the date of this prospectus supplement, we sold securities with an aggregate market value of approximately $8,998,493.72 pursuant to General Instruction I.B.6 of Form S-3. After giving effect to the offering limit imposed by General Instruction I.B.6 of Form S-3 and deducting amounts offered and sold pursuant to General Instruction I.B.6 of Form S-3 in the 12 calendar months prior to the date of this prospectus supplement, we may offer and sell shares of our Common Stock having an aggregate offering price of up to $5,906,045.76 pursuant to General Instruction I.B.6 of Form S-3.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 3 of the ATM Prospectus and any similar section included in any accompanying prospectus supplement and in the documents incorporated by reference in the ATM Prospectus for a discussion of the factors you should carefully consider before deciding to purchase these securities.

Our Common Stock are listed on the Nasdaq Capital Market under the symbol “USGO”. On June 25, 2026, the last reported sale price of our common stock as reported on the Nasdaq Capital Market was $8.06 per share.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.

Lead Agent

H.C. Wainwright & Co.

Co-Agents

Ventum Financial Corp. Stifel

The date of this prospectus supplement is June 26, 2026.