Reg FD Disclosure

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 09, 2019 U.S. Gold Corp (Exact Name of Registrant as Specified in Charter) Nevada 1-8266 22-1831409 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 1910 E. Idaho Street, Suite 102-Box 604, Elko, Nevada, 89801 (Address of Principal Executive Offices, and Zip Code) (800) 557-4550 Registrant’s Telephone Number, Including Area Code Not Applicable (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 ( see General Instruction A.2. below): [ ] Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. [ ] 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 USAU NASDAQ Item 7.01 Regulation FD Disclosure On May 10, 2019 U.S. Gold Corp. (the “ Company ”) issued a press release entitled “U.S. Gold Corp. Issues Letter to Shareholders Outlining Recent and Expected Milestones. ” A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this report, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release of U.S. Gold Corp.* * Furnished to not filed with the SEC pursuant to Item 7.01 above. 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. Dated: May 9, 2019 /s/ Edward Karr Edward Karr Chief Executive Officer EXHIBIT INDEX Exhibit No. Description 99.1 Press Release of U.S. Gold Corp.* * Furnished to not filed with the SEC pursuant to Item 7.01 above.