UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~August 9, 2025

U.S. GOLD CORP.

(Exact name of registrant as specified in its charter)

Nevada

001-08266

22-1831409

(State or other jurisdiction of incorporation)

(Commission

File Number)

(I.R.S. Employer
Identification Number)

1910 E. Idaho Street, Suite 102-Box 604, Elko, NV		89801
1910 E. Idaho Street, Suite 102-Box 604 Elko, NV		89801
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(800) 557-4550

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock		USAU		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

On ~~June~~August 9, 2025, U.S. Gold Corp. (the “Company”) ~~entered~~and ~~into~~the awarrantholder ~~Controlled~~of ~~Equity OfferingSM Sales Agreement (~~the ~~“Sales~~remaining ~~Agreement”)~~outstanding ~~with~~warrants ~~Cantor~~to ~~Fitzgerald~~purchase &up ~~Co.~~to ~~(“Cantor”).~~100,000 ~~Pursuant~~shares toof ~~the~~common ~~terms~~stock of the ~~Sales Agreement, the~~ Company ~~may~~at ~~sell~~an ~~shares~~exercise price of ~~its common stock,~~ $06.~~001~~00 ~~par value~~ per share, ~~from~~expiring ~~time to time~~ on ~~the Nasdaq Capital Market (the “Nasdaq”)~~ or ~~any~~around ~~other~~August 10, ~~market~~2025, ~~for~~agreed ~~the~~to ~~common~~amend ~~stock in~~ the ~~United~~warrant ~~States~~agreement orgoverning ~~otherwise~~such ~~permitted~~warrants byto ~~law,~~provide ~~through~~that ~~Cantor acting as sales agent. Pursuant~~such towarrants amay ~~prospectus~~be ~~supplement filed on June 9~~exercised, ~~2025,~~at the ~~Company~~election ~~may~~of ~~sell~~such ~~shares~~warrantholder, ofon ~~its~~a ~~common~~cash ~~stock~~or ~~for~~cashless ~~aggregate~~(net ~~sales~~exercise) ~~proceeds~~basis of(the up“Warrant ~~to $40 million~~Amendment”).

~~Under~~The ~~the~~foregoing ~~Sales~~description ~~Agreement,~~of the ~~Company~~Warrant ~~will~~Amendment ~~set~~is ~~the~~not ~~parameters~~complete ~~for~~and ~~the~~is ~~sale~~subject ~~of shares~~to, ~~including~~and ~~the~~qualified ~~number~~in ofits ~~shares~~entirety ~~to be issued~~by, the ~~time period~~full ~~during~~text ~~which~~of the ~~sales~~form ~~are~~of ~~requested~~the toWarrant ~~be made~~Amendment, ~~any~~a ~~limitation~~copy onof ~~the~~which ~~number~~is offiled ~~shares~~as ~~that~~Exhibit 4.1 ~~may~~to bethis ~~sold~~Current inReport ~~any~~on ~~one~~Form 8-K ~~trading~~and ~~day,~~is ~~and~~incorporated ~~any~~herein ~~minimum~~by ~~price below which sales may not be made~~reference.

~~Subject to~~Item ~~the~~3.03 ~~terms~~Material ~~and~~Modification ~~conditions of the Sales Agreement, Cantor may sell the shares by any method permitted by law deemed~~ to beRights ~~an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act~~ of ~~1933,~~Security ~~as amended (the “Securities Act”), including without limitation sales made directly on the Nasdaq, on any other existing trading market for the common stock~~Holders.

The ~~Sales~~disclosure ~~Agreement~~set ~~provides~~forth ~~that~~above ~~Cantor~~in ~~will~~Item 1.01 beis ~~entitled~~incorporated toby ~~compensation~~reference atinto athis ~~commission rate of up to~~ Item 3.~~0% of the gross sales price per share sold through it as the Company’s sales agent under the Sales Agreement~~03.

The Company has no obligation to sell any shares under the Sales Agreement, and the Company or Cantor may suspend the offering contemplated by the Sales Agreement subject to certain conditions. The Company has agreed in the Sales Agreement to provide indemnification and contribution to Cantor against certain liabilities, including liabilities under the Securities Act.

The shares will be issued pursuant to a Registration Statement on Form S-3 (File No. 333-286946) filed by the Company with the SEC on May 2, 2025. The Company filed a prospectus supplement, dated June 9, 2025, with the SEC in connection with the offering contemplated by the Sales Agreement.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The legal opinion of Davis Graham & Stubbs LLP relating to the legality of the shares of common stock being offered pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.

The representations, warranties and covenants contained in the Sales Agreement were made solely for purposes of the agreement and as of a specific date, were solely for the benefit of the parties to the agreement and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
1.1*		Controlled Equity OfferingSM Sales Agreement, dated June 9, 2025
4.1		Form of Amendment No. 1 to Warrant Agreement, dated as of August 9, 2025, by and between U.S. Gold Corp. and the Warrantholder.
5.1		Opinion of Davis Graham & Stubbs LLP
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
23.1		Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules or similar attachments to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally to the Securities and Exchange Commission upon request a copy of any omitted schedule or attachment to this exhibit.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	U.S. Gold corp.
Date: June 9, 2025	By:	/s/ Eric Alexander
Date: August 11, 2025	By:	/s/ Eric Alexander
	Name:	Eric Alexander
	Title:	Chief Financial Officer

Filing Compare · U.S. GOLD CORP.