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): July 30, 2019 U.S. GOLD CORP. (Exact Name of Registrant as Specified in Charter) Nevada 001-08266 22-18314-09 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 1910 E. Idaho Street, Suite 102-Box 604 Elko, NV 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)) 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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 7.01 Regulation FD Disclosure. On July 30, 2019, the Company issued a press release entitled “U.S. Gold Corp. Commences 2019 Exploration Drill Program at its Keystone Project, Cortez Trend, Nevada”. 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 exhibits 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. 99.1 Press Release of U.S. Gold Corp.* * The Exhibit related to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD. SIGNATURE 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: July 30, 2019 By: /s/ Edward M. Karr Edward M. Karr, Chief Executive Officer EXHIBIT INDEX Exhibit No. Description 99.1 Press Release of U.S. Gold Corp.* *The Exhibit related to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.