Executive Change · Shareholder Vote

Securities and Exchange Commission on August 15, 2019, which description is incorporated herein by reference. The foregoing description of the 2020 Plan is qualified in its entirety by reference to the full text of the 2020 Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Restricted Stock Awards Effective September 18, 2019, the Compensation Committee of the Board awarded Edward Karr, the Company’s Chief Executive Officer, President and Director, 200,000 performance-based restricted stock units (“ RSUs ”) pursuant to a Restricted Stock Unit Award Agreement (the “ Karr Award Agreement ”). The RSUs will vest upon the earlier to occur of (i) a Change in Control (as defined in the 2020 Plan) and (ii) a material discovery of a mineral deposit, as determined by the Compensation Committee of the Board in its sole discretion. The foregoing description of the Karr Award Agreement does not purport to be complete and is qualified in its entirety by reference to the Karr Award Agreement, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference. Effective September 18, 2019, the Compensation Committee of the Board awarded David Rector, the Company’s Chief Operating Officer, 75,000 performance-based RSUs pursuant to a Restricted Stock Unit Award Agreement (the “ Rector Award Agreement ”). The RSUs will vest upon the earlier to occur of (i) a Change in Control (as defined in the 2020 Plan) and (ii) a material discovery of a mineral deposit, as determined by the Compensation Committee of the Board in its sole discretion. The foregoing description of the Rector Award Agreement does not purport to be complete and is qualified in its entirety by reference to the Rector Award Agreement, which is attached hereto as Exhibit 10.3 and is incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders. On September 18, 2019, the Company held the Annual Meeting, at which the following proposals were voted upon: Proposal 1 : Election of (i) Edward M. Karr, (ii) John N. Braca, (iii) Timothy M. Janke, (iv) Andrew Kaplan, (v) Ryan K. Zinke and (vi) Douglas Newby to the Board, each to serve for a one-year term until the annual meeting of stockholders to be held in 2020. Nominee Votes Cast For Votes Withheld Broker Non-Votes Edward M. Karr 7,875,216 829,971 6,704,130 John N. Braca 7,799,649 905,538 6,704,130 Timothy M. Janke 7,882,724 822,463 6,704,130 Andrew Kaplan 7,583,481 1,121,706 6,704,130 Ryan K. Zinke 7,656,526 1,048,661 6,704,130 Douglas Newby 7,888,370 816,817 6,704,130 Upon Mr. Newby’s election to the Board, the Board appointed him to serve as the chair of the Company’s Audit Committee and a member of the Company’s Compensation Committee and Nominating and Corporate Governance Committee. Proposal 2 : Ratification of the appointment of KBL, LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2020. Votes Cast For Votes Cast Against Abstentions 14,987,377 61,471 288,429 Proposal 3 : Advisory vote to approve executive compensation. Votes Cast For Votes Cast Against Abstentions Broker Non-Votes 7,661,949 951,647 91,591 6,704,130 Proposal 4 : Advisory vote to determine the frequency of future advisory votes on the Company’s executive compensation. 1 Year 2 Years 3 Years Abstentions Broker Non-Votes 1,470,097 75,302 6,990,796 160,886 6,712,236 Proposal 5 : Vote to adopt the 2020 Plan. Votes Cast For Votes Cast Against Abstentions Broker Non-Votes 7,586,515 1,007,546 111,226 6,704,030 Proposal 6 : Vote to approve an amendment to the Company’s articles of incorporation to effect a reverse stock split at a ratio not less than 1-for-2 and not greater than 1-for-10, with the exact ratio to be set within that range at the discretion of the Board before September 18, 2020, without further approval or authorization of the Company’s stockholders. Votes Cast For Votes Cast Against Abstentions 12,496,090 2,589,706 323,520 Each of the proposals acted upon by the Company’s stockholders at the Annual Meeting received a sufficient number of votes to be approved. Based on these results and consistent with the Company’s recommendation, the Board has determined that the Company will conduct future advisory votes on the compensation of the Company’s named executive officers every three years. This policy will remain in effect until the next stockholder vote on the frequency of advisory votes on executive compensation, which is expected to occur at the Company’s 2025 annual meeting of stockholders. Item 7.01 Regulation FD Disclosure. On September 19, 2019, the Company issued a press release announcing the voting results of the Annual Meeting. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. On September 23, 2019, the Company issued a press release announcing the election of Mr. Newby to the Board. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein. The information in this Item 7.01 (including Exhibits 99.1 and 99.2 attached hereto) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 U.S. Gold Corp 2020 Stock Incentive Plan. 10.2 Restricted Stock Unit Award Agreement, dated as of September 18, 2019, by and between Edward Karr and U.S. Gold Corp. 10.3 Restricted Stock Unit Award Agreement, dated as of September 18, 2019, by and between David Rector and U.S. Gold Corp. 99.1 Press release dated September 19, 2019. 99.2 Press release dated September 23, 2019. 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. Date: September 24, 2019 U.S. GOLD CORP. By: /s/ Edward M. Karr Edward M. Karr, Chief Executive Officer