Overview
Compare with DYNARESOURCE, INC., Lithium Argentina AG or AVINO SILVER & GOLD MINES LTD, or pick any stock.
- TickerUSAU on Nasdaq2
- IndustryMetal Mining2
- HeadquartersElko, United States2
- Incorporated inNV4
- Business addressSuite 102 - Box 604, 1910 E Idaho Street, Elko, Nv 898014
- Filer categoryNon-accelerated filer, Smaller reporting company4
- Legal formCorporation2
- LEI5299003C2TFXIV9QAV342
- StatusActive2
- LEI statusLapsed (not renewed)2
- Registered address1910 E Idaho Street, Suite 102-Box 604, 89801 Elko, United States2
- Registered withBusiness Center (Secretary of State), 22-18314092
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2026
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.3
| Period ending | 2026-04-30 | 2025-04-30 |
|---|---|---|
| Compensation and related taxes - general and administrative | $2.4M | $2.2M |
| Exploration costs | $1.8M | $2.4M |
| Professional and consulting fees | $9.6M | $4.5M |
| General and administrative expenses | $5.2M | $3.9M |
| Total operating expenses | $19.0M | $13.0M |
| Loss from operations | -$19.0M | -$13.0M |
| Interest income | $280.9K | $160.6K |
| Other income | $16.0K | |
| Change in fair value of warrant liability | $1.5M | -$7.7M |
| Total other income (expense) | $1.8M | -$7.6M |
| Loss before provision for income taxes | -$17.2M | -$20.6M |
| Net loss | -$17.2M | -$20.6M |
| Net loss per common share, basic | -$1.15 | -$1.80 |
| Net loss per common share, diluted | -$1.15 | -$1.80 |
| Weighted average common shares outstanding - basic | 15.0M shares | 11.4M shares |
| Weighted average common shares outstanding - diluted | 15.0M shares | 11.4M shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.3
| Period ending | 2026-04-30 | 2025-04-30 | 2024-04-30 |
|---|---|---|---|
| Cash | $30.7M | $8.2M | |
| Prepaid expenses and other current assets | $1.5M | $726.6K | |
| Total current assets | $32.2M | $8.9M | |
| Property, net | $2.3M | $431.9K | |
| Reclamation bond deposit | $1.3M | $1.1M | |
| Operating lease right-of-use asset, net | $96.2K | $34.4K | |
| Mineral rights | $14.4M | $14.4M | |
| Total non - current assets | $18.0M | $16.0M | |
| Total assets | $50.2M | $24.9M | |
| Accounts payable and accrued liabilities | $495.1K | $636.7K | |
| Stock payable | $65.0K | $208.8K | |
| Operating lease liabilities, current portion | $59.5K | $34.4K | |
| Total current liabilities | $619.5K | $880.0K | |
| Warrant liability | $11.6M | ||
| Asset retirement obligation | $372.2K | $338.4K | |
| Operating lease liabilities, less current portion | $36.7K | ||
| Deferred tax liability | $430.5K | $430.5K | |
| Total long-term liabilities | $839.5K | $12.4M | |
| Total liabilities | $1.5M | $13.3M | |
| Common stock, $0.001 par value; 200,000,000 shares authorized; 16,526,163 shares and 12,692,784 shares issued and outstanding as of April 30, 2026 and 2025 | $16.5K | $12.7K | |
| Additional paid-in capital | $159.4M | $105.0M | |
| Accumulated deficit | -$110.6M | -$93.4M | |
| Total stockholders equity | $48.8M | $11.6M | $17.5M |
| Total liabilities and stockholders equity | $50.2M | $24.9M | |
| Preferred stock, par value | $0.00 | $0.00 | |
| Preferred stock, shares authorized | 50.0M shares | 50.0M shares | |
| Preferred stock, shares issued | 0 shares | 0 shares | |
| Preferred stock, shares outstanding | 0 shares | 0 shares | |
| Common stock, par value | $0.00 | $0.00 | |
| Common stock, shares authorized | 200.0M shares | 200.0M shares | |
| Common stock, shares issued | 16.5M shares | 12.7M shares | |
| Common stock, shares outstanding | 16.5M shares | 12.7M shares |
| Period ending | 2026-04-30 | 2025-04-30 | 2024-04-30 |
|---|---|---|---|
| Cash | $30.7M | $8.2M | |
| Prepaid expenses and other current assets | $1.5M | $726.6K | |
| Total current assets | $32.2M | $8.9M | |
| Property, net | $2.3M | $431.9K | |
| Reclamation bond deposit | $1.3M | $1.1M | |
| Operating lease right-of-use asset, net | $96.2K | $34.4K | |
| Mineral rights | $14.4M | $14.4M | |
| Total non - current assets | $18.0M | $16.0M | |
| Total assets | $50.2M | $24.9M | |
| Accounts payable and accrued liabilities | $495.1K | $636.7K | |
| Stock payable | $65.0K | $208.8K | |
| Operating lease liabilities, current portion | $59.5K | $34.4K | |
| Total current liabilities | $619.5K | $880.0K | |
| Warrant liability | $11.6M | ||
| Asset retirement obligation | $372.2K | $338.4K | |
| Operating lease liabilities, less current portion | $36.7K | ||
| Deferred tax liability | $430.5K | $430.5K | |
| Total long-term liabilities | $839.5K | $12.4M | |
| Total liabilities | $1.5M | $13.3M | |
| Common stock, $0.001 par value; 200,000,000 shares authorized; 16,526,163 shares and 12,692,784 shares issued and outstanding as of April 30, 2026 and 2025 | $16.5K | $12.7K | |
| Additional paid-in capital | $159.4M | $105.0M | |
| Accumulated deficit | -$110.6M | -$93.4M | |
| Total stockholders equity | $48.8M | $11.6M | $17.5M |
| Total liabilities and stockholders equity | $50.2M | $24.9M | |
| Preferred stock, par value | $0.00 | $0.00 | |
| Preferred stock, shares authorized | 50.0M shares | 50.0M shares | |
| Preferred stock, shares issued | 0 shares | 0 shares | |
| Preferred stock, shares outstanding | 0 shares | 0 shares | |
| Common stock, par value | $0.00 | $0.00 | |
| Common stock, shares authorized | 200.0M shares | 200.0M shares | |
| Common stock, shares issued | 16.5M shares | 12.7M shares | |
| Common stock, shares outstanding | 16.5M shares | 12.7M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.3
| Period ending | 2026-04-30 | 2025-04-30 |
|---|---|---|
| Net loss | -$17.2M | -$20.6M |
| Depreciation | $64.9K | $32.4K |
| Accretion | $33.8K | $30.8K |
| Amortization of right-of-use asset | $58.7K | $57.5K |
| Stock based compensation | $1.4M | $2.1M |
| Amortization of prepaid stock based expenses | $37.5K | $22.5K |
| Change in fair value of warrant liability | -$1.5M | $7.7M |
| Prepaid expenses and other current assets | -$813.8K | $222.2K |
| Reclamation bond deposit | -$122.6K | $25.0K |
| Accounts payable and accrued liabilities | -$141.7K | $326.4K |
| Stock payable | $65.0K | $166.3K |
| Operating lease liability | -$58.7K | -$57.5K |
| NET CASH USED IN OPERATING ACTIVITIES | -$18.2M | -$9.9M |
| Purchase of property and equipment | -$3.3K | -$6.2K |
| Purchase of land and building | -$1.9M | |
| NET CASH USED IN INVESTING ACTIVITIES | -$1.9M | -$6.2K |
| Issuance of common stock, net of issuance cost | $31.7M | $10.1M |
| Proceeds from issuance of common stock for exercise of stock option | $74.8K | |
| Proceeds from issuance of common stock for exercise of stock warrants | $10.9M | $2.3M |
| NET CASH PROVIDED BY FINANCING ACTIVITIES | $42.6M | $12.5M |
| NET INCREASE IN CASH | $22.5M | $2.6M |
| Issuance of common stock for accrued services | $208.8K | $42.5K |
| Issuance of common stock for prepaid services | $37.5K | |
| Reclassification of warrant liability into equity upon exercise of warrants | $10.1M | |
| Operating lease right-of-use asset and operating lease liability recorded upon lease modification | $120.5K | $21.6K |
No quarter-by-quarter statement was filed.
Corporate structure
U.S. GOLD CORP. sits at the top of its group. 8 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of U.S. GOLD CORP.
- Philadelphia Financial Management of San Francisco, LLC Filed SCHEDULE 13G/A on U.S. GOLD CORP., latest Aug 14, 2026 (4 filings since Nov 14, 2025)
- BlackRock Filed SCHEDULE 13G on U.S. GOLD CORP., latest Jul 30, 2026
- Franklin Templeton Investments Filed SCHEDULE 13G on U.S. GOLD CORP., latest Jul 28, 2026
- Thomas B. Akin Filed SCHEDULE 13G/A on U.S. GOLD CORP., latest Feb 12, 2026 (4 filings since May 7, 2024)
- AIMS Asset Management Sdn Bhd Filed SCHEDULE 13G/A on U.S. GOLD CORP., latest Jan 5, 2026 (10 filings since Jan 4, 2022)
- U.S. GOLD CORP. Elko, Nevada, United States
- 2637262 Ontario Inc. Subsidiary · Ontario, Canada
- Eagle Resources Management LLC Subsidiary · Utah, United States
- Gold King Corp. Subsidiary · Wyoming, United States
- Northern Panther Resources Corporation Subsidiary · Nevada, United States
- Orevada Metals Inc. Subsidiary · Nevada, United States
- U.S. Gold Acquisition Corp. Subsidiary · Nevada, United States
- Western Panther Resources Corporation Subsidiary · Nevada, United States
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What U.S. GOLD CORP. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $2.5M3 Apr 30, 2026 | $605.5K3 Apr 30, 2025 | +318.3% |
| Accumulated depreciation | $238.5K3 Apr 30, 2026 | $173.6K3 Apr 30, 2025 | +37.4% |
| Property and equipment, net | $2.3M3 Apr 30, 2026 | $431.9K3 Apr 30, 2025 | +431.2% |
| Operating-lease assets (leased space) | $96.2K3 Apr 30, 2026 | $34.4K3 Apr 30, 2025 | +179.6% |
Leadership
Who has led U.S. GOLD CORP., and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
- Chief executive officerGeorge M. Bee Nov 27, 2020 to now16
- Chief executive officerEdward M. Karr May 25, 2017 to Nov 25, 202017
- Chief executive officerDavid Alan Moylan Feb 6, 2015 to Feb 3, 201718
- Chief executive officerRobert Tarantino V. Jan 12, 2006 to Nov 19, 200719
- ChairEdward M. Karr Aug 25, 2017 to Dec 11, 202020
- ChairRobert Tarantino V. Jan 12, 2006 to Nov 19, 200719
- PresidentGeorge M. Bee Aug 26, 2020 to now21
- PresidentEdward M. Karr May 25, 2017 to Nov 25, 202017
- PresidentRobert Tarantino V. Jan 12, 2006 to Nov 19, 200719
- Chief financial officerEric Alexander Sep 23, 2020 to now22
- Chief financial officerTed Riley Sharp Jan 2, 2019 to Dec 3, 201923
- Chief financial officerAnthony Lougee Aug 21, 2015 to Aug 25, 201724
- Chief financial officerMarc P. Palker Jan 25, 2012 to Aug 12, 201425
- Chief financial officerMark E. Maddocks Jan 11, 2006 to Oct 13, 200926
Board members and other officers (31)
- VP - ExplorationKevin A. Francis Jul 22, 2021 to now27
- Principal Financial OfficerRobert J. Delaversano Jan 17, 2018 to Apr 12, 201828
- Vice President of ExplorationDavid C. Mathewson Jun 12, 2017 to Jun 19, 201929
- Operations ManagerNeil Whitmer Jun 14, 2017 to Dec 27, 201730
- General Manager MMB UnitDavid Samuel Sheerr Dec 11, 2009 to Aug 12, 201431
- Vice President-SalesTony Pawlik Jul 10, 2006 to Oct 1, 200732
- Vice President, ManufacturingJeffrey H. Duncan Aug 25, 2006 to Sep 28, 200933
- ControllerAnthony Lougee Sep 15, 2006 to Aug 12, 201434
- Board memberJohanna Fipke Aug 16, 2024 to now35
- Board memberLuke Anthony Norman May 31, 2022 to now36
- Board memberMichael N. Waldkirch Jan 19, 2021 to now37
- Board memberRobert W. Schafer Nov 17, 2020 to now38
- Board memberTara Gilfillan Nov 24, 2020 to Jan 17, 202339
- Board memberGeorge M. Bee Nov 27, 2020 to now16
- Board memberRyan K. Zinke Apr 16, 2019 to Dec 30, 202240
- Board memberDouglas J. Newby Oct 1, 2019 to Nov 4, 202041
- Board memberJohn N. Braca Jun 1, 2017 to Nov 4, 202042
- Board memberTimothy Mark Janke Jun 1, 2017 to Nov 4, 202043
- Board memberJames D. Davidson Aug 25, 2017 to Sep 17, 201844
- Board memberAndrew J. Kaplan Nov 14, 2017 to Nov 4, 202045
- Board memberDavid Alan Moylan Jan 28, 2015 to Feb 3, 201746
- Board memberRichard Douglas Butler Jr. Jan 28, 2015 to Sep 3, 201547
- Board memberEdward M. Karr Sep 1, 2015 to Nov 25, 202048
- Board memberTrent D. Davis Sep 3, 2015 to Feb 3, 201749
- Board memberMichael E. Markulec Jul 9, 2014 to Feb 3, 201750
- Board memberJohn Isaac Nov 19, 2014 to Jul 6, 201551
- Board memberRobert Tarantino V. Jul 6, 2007 to Jul 6, 200752
- Board memberBernard L. Riley Sep 14, 2006 to Sep 28, 200753
- Board memberRoger C. Cady Sep 14, 2006 to Dec 23, 200954
- Board memberRose Ann Giordano Sep 14, 2006 to Aug 12, 201455
- Board memberThomas A. Majewski Sep 15, 2006 to Aug 12, 201456
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- 2637262 Ontario Inc. Ontario, Canada5
- Eagle Resources Management LLC Utah5
- Gold King Corp. Wyoming5
- Northern Panther Resources Corporation Nevada5
- Orevada Metals Inc. Nevada5
- U.S. Gold Acquisition Corp. Nevada5
- Western Panther Resources Corporation Nevada5
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Former names
- DATARAM CORPSep 14, 1995 to Jun 15, 20174
Timeline
- Oct 15, 20268-K Shareholder vote57
- May 22, 20268-K Other events58
- May 15, 20268-K Regulation FD disclosure59
- Apr 27, 20268-K Shareholder vote60
- Apr 3, 20268-K Regulation FD disclosure61
- Dec 23, 20258-K Entered a material agreement; Unregistered sale of shares; Regulation FD disclosure62
- Oct 10, 20258-K Ended a material agreement63
- Sep 16, 20258-K Change of auditor64
- Aug 11, 20258-K Entered a material agreement; Change to shareholders' rights65
- Jun 9, 20258-K Entered a material agreement66
- May 9, 20258-K Regulation FD disclosure; Other events67
- Apr 29, 20258-K Shareholder vote68
- Nov 27, 2020New chief executive George M. Bee becomes CEO16
- May 25, 2017New chief executive Edward M. Karr becomes CEO17
- Feb 6, 2015New chief executive David Alan Moylan becomes CEO18
- Jan 12, 2006New chief executive Robert Tarantino V. becomes CEO19
Calendar
Coming up
- Dec 9, 2026Reports results for the quarter ending Oct/2026 A year earlier it reported ($0.31) a share, on Dec 10, 2025.69
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
190 filings to the SEC since October 2021: 9 annual reports, 16 quarterly reports, 27 major events, 60 insider forms, 20 large holders, 1 private raises, 57 other. The latest 20:
- Oct 15, 20268-K EDGAR
- Sep 29, 20264 EDGAR
- Sep 29, 20264 EDGAR
- Sep 29, 20264 EDGAR
- Sep 29, 20264 EDGAR
- Sep 29, 20264 EDGAR
- Sep 29, 20264 EDGAR
- Sep 29, 20264 EDGAR
- Sep 11, 202610-Q EDGAR
- Sep 1, 2026EFFECT EDGAR
- Aug 27, 2026ARS EDGAR
- Aug 27, 2026DEFA14A EDGAR
- Aug 27, 2026DEF 14A EDGAR
- Aug 21, 2026S-3 EDGAR
- Aug 14, 2026SCHEDULE 13G/A EDGAR
- Jul 30, 2026SCHEDULE 13G EDGAR
- Jul 29, 202610-K EDGAR
- Jul 28, 2026SCHEDULE 13G EDGAR
- May 27, 20264 EDGAR
- May 22, 20268-K EDGAR
The 190 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
20 open-market trades by officers, directors and large owners since October 2021: 18 buys and 2 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Apr 13, 2026 | Francis Kevin A.VP-Exploration | Buy | 100 | $15.30 | $1.5K | Form 4 |
| Apr 10, 2026 | FIPKE JOHANNADirector | Buy | 700 | $14.91 | $10.4K | Form 4 |
| Apr 8, 2026 | NORMAN LUKE ANTHONYDirector | Buy | 10,000 | $14.63 | $146.3K | Form 4 |
| Aug 9, 2025 | NORMAN LUKE ANTHONYDirector | Sale | 49,917 | $12.02 | $600.0K | Form 4 |
| May 22, 2024 | Bee George MCEO, President | Buy | 3,371 | $5.90 | $19.9K | Form 4 |
| May 15, 2024 | Bee George MCEO, President | Buy | 3,939 | $5.07 | $20.0K | Form 4 |
| May 13, 2024 | Bee George MCEO, President | Buy | 4,179 | $4.70 | $19.7K | Form 4 |
| Apr 15, 2024 | NORMAN LUKE ANTHONYDirector | Buy | 5,000 | $4.19 | $20.9K | Form 4 |
| Dec 29, 2022 | Zinke Ryan KDirector | Sale | 30,595 | Form 4 | ||
| Oct 20, 2022 | NORMAN LUKE ANTHONYDirector | Buy | 10,000 | $3.64 | $36.4K | Form 4 |
| Jul 12, 2022 | NORMAN LUKE ANTHONYDirector | Buy | 7,396 | $3.69 | $27.3K | Form 4 |
| Jun 24, 2022 | NORMAN LUKE ANTHONYDirector | Buy | 8,482 | $4.17 | $35.4K | Form 4 |
| Mar 29, 2022 | Bee George MCEO, President | Buy | 1,567 | $7.15 | $11.2K | Form 4 |
| Feb 16, 2022 | Francis Kevin A.VP-Exploration | Buy | 308 | $6.50 | $2.0K | Form 4 |
| Feb 16, 2022 | Zinke Ryan KDirector | Buy | 1,540 | $6.50 | $10.0K | Form 4 |
| Feb 16, 2022 | Bee George MCEO, President | Buy | 1,540 | $6.50 | $10.0K | Form 4 |
| Feb 16, 2022 | Waldkirch Michael NDirector | Buy | 1,154 | $6.50 | $7.5K | Form 4 |
| Feb 16, 2022 | Alexander EricChief Financial Officer | Buy | 1,540 | $6.50 | $10.0K | Form 4 |
| Feb 16, 2022 | Schafer Robert WDirector | Buy | 1,540 | $6.50 | $10.0K | Form 4 |
| Jan 12, 2022 | Bee George MCEO, President | Buy | 150 | $7.90 | $1.2K | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Philadelphia Financial Management of San Francisco, LLCSCHEDULE 13G/A, 4 filings Nov 14, 2025 to Aug 14, 202670
- BlackRockSCHEDULE 13G, 1 filing Jul 30, 202671
- Franklin Templeton InvestmentsSCHEDULE 13G, 1 filing Jul 28, 202672
- Thomas B. AkinSCHEDULE 13G/A, 4 filings May 7, 2024 to Feb 12, 202673
- AIMS Asset Management Sdn BhdSCHEDULE 13G/A, 10 filings Jan 4, 2022 to Jan 5, 202674
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2026 | George Bee | 68 | $346.7K | $1.1M75 |
| 2026 | Eric Alexander | 59 | $265.0K | $813.8K75 |
| 2026 | Kevin Francis | 66 | $245.0K | $652.9K75 |
| 2025 | President and Chief Executive Officer (PEO) | $323.3K | $1.0M75 | |
| 2025 | (Principal Financial and Accounting Officer) | $251.7K | $781.3K75 | |
| 2025 | Vice President-Exploration and Technical Services | $231.7K | $588.9K75 |
Money raised
Private offerings the company reported to the SEC on Form D.
- Dec 23, 2025Raised $31.2 million in a private offering of equity Form D: $53.3 million offered in all Form D
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 98. Change is in shares since the quarter before.
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How U.S. GOLD CORP. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARU.S. GOLD CORP.1
- CIK0000027093
- Employer ID (EIN)22-183140976
- Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; a shell company76
- Incorporated inNevada76
- Fiscal year endsApril 301
- Industry code (SIC)1000 Metal Mining1
- SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
- Business addressSuite 102 - Box 604, 1910 E Idaho Street, Elko, NV 898011
- Phone60979900711
- Shares outstanding16,528,663 as of Sep 10, 202615
- Public float$209.6M as of Oct 31, 202576
- AuditorCBIZ CPAs PC, Houston, TX PCAOB ID 199; no auditor attestation of internal control over financial reporting76
- On EDGAR sinceSep 14, 19951
- Filings1,212 in all: 4 (482), 8-K (255), 10-Q (94), 3 (37), DEF 14A (33), 10-K (28), UPLOAD (24), CORRESP (21)1
All 46 form types
SC 13G (18), 424B5 (16), 8-K/A (14), DEFA14A (14), SCHEDULE 13G/A (14), 4/A (13), EFFECT (13), ARS (12), SC 13D/A (12), D (11), SC 13G/A (11), 10-K/A (9), 424B3 (8), PRE 14A (8), S-3 (7), SC 13D (7), NT 10-Q (6), 5 (5), 10-Q/A (4), S-1 (4), SCHEDULE 13G (4), 425 (3), S-3/A (3), 10-K405 (2), 424B2 (2), CT ORDER (2), NT 10-K (2), S-4/A (2), S-8 (2), S-8 POS (2), 10KSB (1), 8-A12G (1), DEFR14A (1), DEL AM (1), POS AM (1), PRER14A (1), S-4 (1), SC 14F1 (1)
- Latest filingsAnnual report (10-K) Jul 29, 2026
Quarterly report (10-Q) Sep 11, 2026
Proxy statement (DEF 14A) Aug 27, 2026
Latest 8-K (8-K) Oct 15, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, $0.001 par value | USAU | NASDAQ |
From the cover page of the 10-K filed Jul 29, 2026 (Section 12(b) of the Exchange Act).76
Risk factors and legal proceedings
The risks U.S. GOLD CORP. names in Item 1A of its 10-K filed Jul 29, 2026: 42 risks under these headings, as written.76
- RISKS RELATED TO OUR FINANCIAL CIRCUMSTANCES
- Our management concluded that our disclosure controls and procedures were not effective as of April 30, 2025 due to the late filing of the Company’s Amendment No. 1 to its Form 10-K for the fiscal year ended April 30, 2025, which disclosed the Form 10-K Part III information. Failure to maintain effective disclosure controls and procedures could have a material adverse effect on our results of operations and financial condition.
- If we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results accurately or prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our common stock and our ability to file registration statements pursuant to registration rights agreements and other commitments.
- There is substantial doubt about whether we can continue as a going concern.
- We have a limited operating history on which to base an evaluation of our business and prospects.
- We will require substantial external financing to develop the CK Gold Project, and there is no assurance that such financing will be available on acceptable terms or at all. Failure to secure project financing could result in indefinite delay or abandonment of the Project.
- Our actual results could differ from the estimates and assumptions we make to prepare our financial statements, which could have a material impact on our financial condition and results of operations.
- RISKS RELATED TO OUR BUSINESS
- We do not know if our properties contain any gold or other minerals that can be mined at a profit.
- Most of our projects are in the exploration stage.
- We have no history of producing metals from our current mineral properties and there can be no assurance that we will successfully establish mining operations or profitably produce precious metals.
- We may not be able to obtain all required permits and licenses to place any of our properties into future potential production.
The other 32 risks
- The Industrial Siting Permit for the CK Gold Project is subject to an expiration deadline, and our failure to demonstrate adequate project financing and resume construction before that deadline could result in the loss of this key permit and materially delay or prevent development of the project.
- We are subject to significant governmental regulations, which affect our operations and costs of conducting our business.
- Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on our business.
- The values of our properties are subject to volatility in the price of gold and any other deposits we may seek or locate.
- Our property titles may be challenged, and we are not insured against any challenges, impairments or defects to our mineral claims or property titles.
- Market forces or unforeseen developments may prevent us from obtaining the supplies and equipment necessary to explore for gold and other minerals.
- Joint ventures and other partnerships may expose us to risks.
- We may pursue acquisitions, divestitures, business combinations or other transactions with other companies, involving our properties or new properties, which could harm our operating results, may disrupt our business and could result in unanticipated accounting charges.
- We may experience difficulty attracting and retaining qualified management to meet the needs of our anticipated growth, and the failure to manage our growth effectively could have a material adverse effect on our business and financial condition. In addition, we are dependent upon our employees being able to safely perform their jobs, including the potential for physical injuries or illness.
- We may have exposure to greater than anticipated tax liabilities.
- We are dependent on information technology systems, which are subject to certain risks, including cybersecurity risks and data leakage risks.
- RISKS RELATED TO THE MINERAL EXPLORATION INDUSTRY
- Exploring for gold is an inherently speculative business.
- Estimates of mineral reserves and mineral resources are subject to evaluation uncertainties that could result in project failure.
- We may be denied the government licenses and permits which we need to explore or mine on our properties.
- Possible amendments to the General Mining Law and other regulations could make it more difficult or impossible for us to execute our business plan.
- We may not be able to maintain the infrastructure necessary to conduct exploration and development activities.
- We compete against larger and more experienced companies.
- We rely on contractors to conduct a significant portion of our exploration operations.
- Our exploration activities may be adversely affected by the local climate or seismic events, which could prevent us from gaining access to our property year-round.
- We may be unable to secure surface access or to purchase required surface rights.
- Global and regional political and economic conditions could adversely impact the Company’s business.
- RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK
- Certain shares sold under the Controlled Equity OfferingSM Sales Agreement, dated June 9, 2025, with Cantor Fitzgerald & Co. (the “Sales Agreement”) may trigger certain potential rights, claims and other penalties.
- Our stock price may be volatile.
- Volatility in the price of our common stock may subject us to securities litigation.
- There is currently a limited trading market for our common stock and we cannot ensure that one will ever develop or be sustained.
- Sales, offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.
- Our issuance of additional shares of common stock or securities convertible into common stock in exchange for services would dilute the proportionate ownership and voting rights of existing stockholders and could have a negative impact on the market price of our common stock.
- Our articles of incorporation allow for our Board to create new series of preferred stock without further approval by our stockholders, which could adversely affect the rights of the holders of our common stock.
- Anti-takeover provisions may impede the acquisition of our Company.
- The Company does not intend to pay dividends in the foreseeable future.
- If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
- We may not meet the continued listing requirements of the NASDAQ, which could result in a delisting of our common stock.
Legal proceedings
From time to time, we may be involved in claims and legal actions that arise in the ordinary course of business. To our knowledge, there are no material pending legal proceedings to which we are a party or of which any of our property is the subject.
The opening of Item 3, Legal Proceedings.76
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1SEC EDGARU.S. GOLD CORP. filings on SEC EDGAR
- 2
- 3SEC EDGARU.S. GOLD CORP. 10-K for fiscal 2026
- 4SEC EDGARU.S. GOLD CORP. filings on SEC EDGAR
- 5
- 6SEC EDGARU.S. GOLD CORP. 10-K for fiscal 2019
- 7SEC EDGARU.S. GOLD CORP. 10-K for fiscal 2020
- 8SEC EDGARU.S. GOLD CORP. 10-K for fiscal 2021
- 9SEC EDGARU.S. GOLD CORP. 10-K for fiscal 2022
- 10SEC EDGARU.S. GOLD CORP. 10-K for fiscal 2023
- 11SEC EDGARU.S. GOLD CORP. 10-K for fiscal 2024
- 12SEC EDGARU.S. GOLD CORP. 10-K for fiscal 2019
- 13SEC EDGARU.S. GOLD CORP. 10-Q for fiscal 2025
- 14SEC EDGARU.S. GOLD CORP. 10-Q for fiscal 2026
- 15SEC EDGARU.S. GOLD CORP. 10-Q for fiscal 2026
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- 20SEC EDGAREdward M. Karr, Chair
- 21SEC EDGARGeorge M. Bee, President
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- 27SEC EDGARKevin A. Francis, VP - Exploration
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- 30SEC EDGARNeil Whitmer, Operations Manager
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- 32SEC EDGARTony Pawlik, Vice President-Sales
- 33
- 34SEC EDGARAnthony Lougee, Controller
- 35SEC EDGARJohanna Fipke, Board member
- 36SEC EDGARLuke Anthony Norman, Board member
- 37SEC EDGARMichael N. Waldkirch, Board member
- 38SEC EDGARRobert W. Schafer, Board member
- 39SEC EDGARTara Gilfillan, Board member
- 40SEC EDGARRyan K. Zinke, Board member
- 41SEC EDGARDouglas J. Newby, Board member
- 42SEC EDGARJohn N. Braca, Board member
- 43SEC EDGARTimothy Mark Janke, Board member
- 44SEC EDGARJames D. Davidson, Board member
- 45SEC EDGARAndrew J. Kaplan, Board member
- 46SEC EDGARDavid Alan Moylan, Board member
- 47
- 48SEC EDGAREdward M. Karr, Board member
- 49SEC EDGARTrent D. Davis, Board member
- 50SEC EDGARMichael E. Markulec, Board member
- 51SEC EDGARJohn Isaac, Board member
- 52SEC EDGARRobert Tarantino V., Board member
- 53SEC EDGARBernard L. Riley, Board member
- 54SEC EDGARRoger C. Cady, Board member
- 55SEC EDGARRose Ann Giordano, Board member
- 56SEC EDGARThomas A. Majewski, Board member
- 57SEC EDGARShareholder vote
- 58SEC EDGAROther events
- 59SEC EDGARRegulation FD disclosure
- 60SEC EDGARShareholder vote
- 61SEC EDGARRegulation FD disclosure
- 62
- 63SEC EDGAREnded a material agreement
- 64SEC EDGARChange of auditor
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- 66SEC EDGAREntered a material agreement
- 67
- 68SEC EDGARShareholder vote
- 69NasdaqNasdaq calendar
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