US Gold Corp (NASDAQ: USGO) ups ATM capacity to $7,645,000

Rhea-AI Filing Summary

US Gold Corp. is updating its at-the-market stock offering program so it may offer and sell common stock with an aggregate offering price of $7,645,000 through H.C. Wainwright & Co. and other sales agents under an existing sales agreement. This cap is based on General Instruction I.B.6 of Form S-3 and reflects the company’s current public float.

The company has already sold approximately $4,779,560 of common stock under this program during the past 12 months, which is not included in the new $7,645,000 capacity. As of this supplement, public float was about $37,275,575, calculated from 2,819,635 non-affiliate shares at $13.22 per share as of September 26, 2025. The common stock and related warrants trade on the Nasdaq Capital Market under the symbols USGO and USGOW, with last reported prices of $12.64 and $1.64 on September 29, 2025.

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-279435

PROSPECTUS SUPPLEMENT

(To Prospectus dated May 28, 2024, and

Prospectus dated May 28, 2024)

Up to $7,645,000

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”), 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 $4,779,560 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.

We are filing this prospectus supplement to amend the ATM Prospectus to update the maximum amount of shares we are eligible to sell under our Registration Statement pursuant to General Instruction I.B.6 of Form S-3. As a result of these limitations and the current public float of our Common Stock, and in accordance with the terms of the Sales Agreement, we may offer and sell shares of our Common Stock having an aggregate offering price of up to $7,645,000 from time to time through the Sales Agents, which does not include the shares of Common Stock having an aggregate sales price of approximately $4,779,560 that were sold pursuant to the Prospectus and in accordance with the Sales Agreement to date. In the event that we may sell additional amounts under the Sales Agreement in accordance with General Instruction I.B.6, we will file another prospectus supplement prior to making such additional sales. None of our shares of Common Stock will be offered or sold in Canada under this prospectus supplement and the accompanying ATM Prospectus.

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 approximately $37,275,575, which was calculated based on 2,819,635 shares of our outstanding Common Stock held by non-affiliates at a price of $13.22 per share, the closing price of our Common Stock on the Nasdaq Capital Market on September 26, 2025. 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 $4,779,560 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 and warrants to purchase shares of Common Stock (the “Warrants”) are listed on the Nasdaq Capital Market under the symbols “USGO” and “USGOW”, respectively. On September 29, 2025, the last reported sale price of our common stock and Warrants as reported on the Nasdaq Capital Market was $12.64 and $1.64 per share, respectively.

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

Laurentian Bank Securities Roth Capital Partners

The date of this prospectus supplement is September 30, 2025.

FAQ

What is USGO’s new maximum capacity under its ATM stock offering?

US Gold Corp. may now offer and sell shares of its common stock with an aggregate offering price of up to $7,645,000 through its at-the-market (ATM) program, subject to Form S-3 General Instruction I.B.6.

How much has US Gold Corp. (USGO) already sold under the ATM program?

Over the 12 calendar months prior to this supplement, US Gold Corp. sold $4,779,560 of securities under the ATM program pursuant to General Instruction I.B.6 of Form S-3.

How was USGO’s public float calculated for this ATM update?

The public float was approximately $37,275,575, based on 2,819,635 shares of common stock held by non-affiliates at a price of $13.22 per share, which was the Nasdaq Capital Market closing price on September 26, 2025.

Which securities of US Gold Corp. are listed on Nasdaq and under what symbols?

US Gold Corp.’s common stock is listed on the Nasdaq Capital Market under the symbol USGO, and its warrants to purchase common stock are listed under the symbol USGOW.

What were the recent Nasdaq prices for USGO common stock and warrants?

On September 29, 2025, the last reported sale prices were $12.64 per share for US Gold Corp. common stock and $1.64 per warrant on the Nasdaq Capital Market.

Who acts as sales agent for US Gold Corp.’s ATM offering?

H.C. Wainwright & Co., LLC is the lead agent under the At The Market Offering Agreement, with additional co-agents participating as sales agents for US Gold Corp.’s ATM offering.