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. released a Feasibility Study for its wholly owned CK Gold Project in southeast Wyoming, outlining a conventional open-pit mine and concentrator with an 11-year operating life. At base case metal prices of $3,250/oz gold, $4.50/lb copper and $40/oz silver, the study shows an after-tax net present value at a 5% discount rate of $632 million, an after-tax internal rate of return of 27%, and a 2.5-year payback. Planned total production is 931 thousand gold-equivalent ounces, averaging 85 thousand gold-equivalent ounces per year, with life-of-mine all-in sustaining costs of $1,814 per gold-equivalent ounce and total initial capital of $394 million plus $28 million of pre-production owners’ costs. The project is fully permitted to begin construction, targets average after-tax free cash flow of $124 million per year and $967 million over the life of mine, and is expected to support about 198 direct permanent jobs.
U.S. Gold Corp. reported a larger balance sheet and cash position but continued losses for the quarter ended January 31, 2026. Cash rose to about $36.1 million from $8.2 million at April 30, 2025, driven mainly by equity issuances and warrant exercises, lifting total assets to roughly $54.8 million and stockholders’ equity to about $52.6 million.
The company generated no revenue and recorded a net loss of approximately $5.3 million for the quarter and $11.8 million for the nine months, reflecting exploration, professional, and administrative costs. Despite the cash buildup, management notes substantial doubt about its ability to continue as a going concern beyond advancing current permitting and engineering work at the CK Gold Project without securing additional funding.
U.S. Gold Corp. has called a virtual-only annual meeting of stockholders for April 27, 2026, with a record date of February 26, 2026 and 16,501,163 common shares entitled to one vote each. Shareholders will vote on electing five directors and ratifying CBIZ CPAs P.C. as independent auditor for the fiscal year ending April 30, 2026.
The proxy describes board structure, committee responsibilities, director and executive compensation, and beneficial ownership, including two holders each owning more than 6% of the common stock. It also explains internet-based proxy access, voting procedures, broker non-votes and deadlines for future stockholder proposals.
U.S. Gold Corp. is registering 2,883,238 shares of Common Stock for resale under this prospectus, comprised of 1,922,159 shares sold in a private placement and 961,079 Warrant Shares issuable upon exercise of warrants.
The prospectus states the company will not receive proceeds from resales by the selling stockholders, but will receive proceeds if the Warrants are exercised for cash, and intends to use any such proceeds for general corporate purposes. The December 23, 2025 private placement priced the Shares at $16.25 per share and issued Warrants exercisable at $23.00 per share expiring two years thereafter. The prospectus discloses 16,455,121 shares outstanding as of January 31, 2026 and lists multiple institutional selling stockholders with per-holder maximums in the selling table.
U.S. Gold Corp. investors report an 11.01% ownership stake in the company’s common stock. Thomas B. Akin and Karen Hochster together beneficially own 1,585,000 shares of common stock, based on 14,390,202 shares outstanding as of December 9, 2025.
Akin directly beneficially owns 1,510,000 shares, including 1,220,000 common shares and rights to acquire 290,000 shares through warrants. Hochster directly beneficially owns 75,000 shares. They state the holdings are not intended to change or influence control of U.S. Gold Corp.
U.S. Gold Corp. has filed an S-1 registration statement to register up to 2,883,238 shares of common stock for resale by existing investors. These consist of 1,922,159 shares issued in a December 23, 2025 private placement and 961,079 shares issuable upon exercise of related warrants with a $23.00 exercise price.
The company will not receive proceeds from investors’ resale of these shares, but will receive cash only if the warrants are exercised, which it plans to use for general corporate purposes. As of January 31, 2026, 16,455,121 shares of common stock were outstanding. U.S. Gold Corp. is a gold, copper and precious metals exploration and development company focused mainly on advancing its CK Gold Project in Wyoming and has no revenue-producing activities.
U.S. Gold Corp. director Johanna Fipke reported equity awards received on 01/21/2026 under the company’s Amended and Restated 2020 Stock Incentive Plan. She was granted 7,673 deferred stock units of common stock at a grant price of $0. These units become service-satisfied on the first anniversary of the grant date if she remains on the Board, and the service-satisfied portion will vest for delivery when her Board service ends.
She also received 13,699 stock options with an exercise price of $19.24 per share, which vest on the first anniversary of the grant date, again contingent on continuous service. Following these grants, she directly beneficially owns 24,698 shares of common stock and 13,699 stock options.
U.S. Gold Corp. director Luke Anthony Norman reported new equity awards granted on January 21, 2026. He received 9,591 deferred stock units of common stock at a grant price of $0, bringing his directly held common shares to 449,401 after the award.
He was also granted stock options covering 15,982 shares of common stock with an exercise price of $19.24 per share. The deferred stock units and options were granted under the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan and each vests on the first anniversary of the grant date, subject to his continuous service as a director, with the deferred units ultimately vesting when his Board service ends.