secwatch / observer

U.S. GOLD CORP. — fact timeline

Source-grounded facts extracted from U.S. GOLD CORP.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

USAU U.S. GOLD CORP. JSON
Material Agreements

U.S. GOLD CORP. entered into Purchase Agreements with certain investors valued at $16.25 per share (effective 2025-12-23).

“On December 23, 2025, U.S. Gold Corp. (the “Company”) entered into a series of securities purchase agreements (the “Purchase Agreements”) with certain investors (the “Purchasers”), for the sale and issuance in a non-brokered private placement of an aggregate of 1,922,159 shares of the Company’s common stock, par value $0.001 per share, at a purchase price of $16.25 per share.”
Equity Issuances

U.S. GOLD CORP. issued up to an aggregate of 961,077 shares of common stock of warrant to accredited investors.

“In addition, the Company agreed to issue to the Purchasers, unregistered common stock purchase warrants to purchase up to an aggregate of 961,077 shares of common stock.”
Equity Issuances

U.S. GOLD CORP. issued 1,922,159 shares of common stock to accredited investors for $16.25 per share.

“On December 23, 2025, U.S. Gold Corp. (the “Company”) entered into a series of securities purchase agreements (the “Purchase Agreements”) with certain investors (the “Purchasers”), for the sale and issuance in a non-brokered private placement of an aggregate of 1,922,159 shares of the Company’s common stock, par value $0.001 per share, at a purchase price of $16.25 per share.”
Auditor Changes

U.S. GOLD CORP. engaged CBIZ CPAs P.C. as its auditor.

“On September 12, 2025, Marcum resigned as the Company’s independent registered public accountant and CBIZ CPAs was engaged to serve as the independent registered public accountant of the Company for the fiscal year ending April 30, 2026”
Auditor Changes

Marcum LLP resigned as auditor of U.S. GOLD CORP..

“On September 12, 2025, Marcum resigned as the Company’s independent registered public accountant and CBIZ CPAs was engaged to serve as the independent registered public accountant of the Company for the fiscal year ending April 30, 2026”
Shareholder Votes

U.S. GOLD CORP. shareholders approved Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2024 at the 2024-04-26 meeting.

“2) Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2024. For Against Abstain 4,724,133 53,378 41,471”
Shareholder Votes

U.S. GOLD CORP. shareholders approved Election of five directors: Luke Norman, George Bee, Robert W. Schafer, Michael Waldkirch, and Johanna Fipke at the 2024-04-26 meeting.

“On April 26, 2024, U.S. Gold Corp. (the "Company") held its Annual Meeting of Stockholders (the "Meeting"), at which the following proposals were voted upon: 1) Election of five (5) directors, Luke Norman, George Bee, Robert W. Schafer, Michael Waldkirch, and Johanna Fipke”
Material Agreements

U.S. GOLD CORP. entered into Securities Purchase Agreement with certain investors valued at approximately $4.9 million (effective 2024-04-15).

“On April 15, 2024, U.S. Gold Corp., a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement with certain investors (the “Securities Purchase Agreement”) providing for the issuance and sale by the Company in a registered direct offering (the “Offering”) an aggregate of 1,400,000 shares of the Company’s common stock, $0.001 par value per share (“Common Stock”) at a purchase price of $3.50 per share (the “Offering Shares”).”

Tara Gilfillan departed as independent director at U.S. GOLD CORP..

“On November 2, 2023, Tara Gilfillan, an independent director of the Board of Directors (the “Board”) of U.S. Gold Corp. (“U.S. Gold” or the “Company”), and a member of the Company’s Audit Committee, Compensation Committee, Nominating and Governance Committee, and Technical Committee, notified the Company that she does not intend to stand for re-election at the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”).”
Material Agreements

U.S. GOLD CORP. amended Warrant Amendment (effective 2023-04-04).

“On April 4, 2023, U.S. Gold agreed to amend, effective as of the closing of the Registered Offering, certain existing warrants to purchase up to 625,000 shares of the Company at an exercise price of $8.60 per share and a termination date of September 18, 2027, so that the amended warrants will have a reduced exercise price of $6.16 per share and a termination date of October 10, 2028 (the “Warrant Amendment”).”
Material Agreements

U.S. GOLD CORP. entered into Securities Purchase Agreement with a single institutional investor valued at $5.0 million (effective 2023-04-04).

“On April 4, 2023, U.S. Gold Corp. (“U.S. Gold” or the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with a single institutional investor in connection with a registered direct offering of 870,000 shares of common stock at a price of $5.75 per share”
Shareholder Votes

U.S. GOLD CORP. shareholders approved Approval of an amendment to the Company’s 2020 Stock Incentive Plan. at the 2022-12-16 meeting.

“4) Approval of an amendment to the Company’s 2020 Stock Incentive Plan. For Against Abstain Broker Non-Vote 2,752,775 1,172,106 17,941 1,773,571”
Shareholder Votes

U.S. GOLD CORP. shareholders approved Approval, by a non-binding advisory vote, of the compensation of the Company’s named executive officers. at the 2022-12-16 meeting.

“3) Approval, by a non-binding advisory vote, of the compensation of the Company’s named executive officers. For Against Abstain Broker Non-Vote 3,622,178 301,384 19,260 1,773,571”
Shareholder Votes

U.S. GOLD CORP. shareholders approved Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2023. at the 2022-12-16 meeting.

“2) Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2023. For Against Abstain 5,694,012 15,240 7,141”
Shareholder Votes

U.S. GOLD CORP. shareholders approved Election of six (6) directors, Luke Norman, George Bee, Ryan K. Zinke, Robert W. Schafer, Tara Gilfillan and Michael Waldkirch, to hold office until the next annual meeting of stockholders and until their successors are named and qualified or until their earlier resignation or removal. at the 2022-12-16 meeting.

“1) Election of six (6) directors, Luke Norman, George Bee, Ryan K. Zinke, Robert W. Schafer, Tara Gilfillan and Michael Waldkirch, to hold office until the next annual meeting of stockholders and until their successors are named and qualified or until their earlier resignation or removal. For Withhold Broker Non-Vote Luke Norman 3,307,271 635,551 1,773,571 George Bee 3,233,565 709,257 1,773,571 Ryan K. Zinke 3,888,071 54,751 1,773,571 Robert W. Schafer 3,413,787 529,035 1,773,571 Tara Gilfillan 3,383,053 559,769 1,773,571 Michael Waldkirch 3,665,126 277,696 1,773,571”

Ryan Zinke resigned as Director at U.S. GOLD CORP..

“On November 16, 2022, Ryan Zinke notified U.S. Gold Corp. (“U.S. Gold” or the “Company”) that he intends to resign from the Board of Directors (the “Board”) of the Company, effective December 31, 2022 (the “Effective Date”).”
Material Agreements

U.S. GOLD CORP. entered into Assignment and Assumption Agreement with Nevada Gold Mines LLC, Orogen Royalties Inc., and Renaissance Exploration, Inc. valued at $2.75 million (effective 2022-11-09).

“On November 9, 2022, U.S. Gold Corp. (“U.S. Gold” or the “Company”) entered into an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”) with and among Orevada Metals, Inc., the Company’s indirectly wholly-owned subsidiary (“Orevada”), Nevada Gold Mines LLC (“NGM”), Orogen Royalties Inc. (“Orogen”) and Renaissance Exploration, Inc., a wholly-owned subsidiary of Orogen (“RenEx”) whereby Orevada assigned its interest in that certain Exploration Earn-In Agreement with RenEx, dated February 19, 2019 (the “Original Earn-In Agreement”), to NGM.”

Luke Norman was appointed as non-independent Chairman of the Board at U.S. GOLD CORP..

“On May 18, 2022, the Board of Directors (the “Board”) of U.S. Gold Corp. (“U.S. Gold” or the “Company”) appointed Luke Norman to serve as the non-independent Chairman of the Board.”

Kevin Francis was appointed as Vice President – Exploration and Technical Services at U.S. GOLD CORP..

“On July 19, 2021, Kevin Francis was appointed by the board of directors (the “Board”) of U.S. Gold Corp. (the “Company”) as its Vice President – Exploration and Technical Services, effective as of July 19, 2021.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.