Material Agreement · Reg FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 15, 2022   U.S. GOLD CORP. (Exact name of registrant as specified in its charter)   Nevada   001-08266   22-1831409 (State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification Number)   1910 E. Idaho Street , Suite 102-Box 604 Elko , NV   89801 (Address of principal executive offices)   (Zip Code)   Registrant’s telephone number, including area code: (800) 557-4550       (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:   ☐ Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))     ☐ Pre-commencement communications 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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 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 1.01 Entry into a Material Definitive Agreement.   On March 15, 2022, 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 625,000 shares of common stock at a price of $8.00 per share and warrants (the “Warrants”) to purchase 625,000 shares of the Company’s common stock at an exercise price of $8.60 per share (the “Registered Offering”). The Warrants are exercisable six months following issuance and will expire five years from the initial exercise date. The aggregate gross proceeds of the Registered Offering are approximately $5.0 million. The closing of the Registered Offering occurred on March 18, 2022.   The foregoing descriptions of the Securities Purchase Agreement and the Warrants are not complete and subject to, and qualified in their entirety by, the full text of such documents, copies of which are attached as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.   Item 7.01 Regulation FD Disclosure.   On March 16, 2022, U.S. Gold issued a press release announcing the Registered Offering and the entry into the Securities Purchase Agreement. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.   The information furnished under this Item 7.01, including the press release, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.   Item 9.01 Financial Statements and Exhibits.   (d) Exhibits .   Exhibit No.   Description 4.1   Form of Common Stock Purchase Warrant. 5.1   Opinion of Davis Graham & Stubbs LLP. 5.2   Opinion of Davis Graham & Stubbs LLP. 10.1   Form of Securities Purchase Agreement. 23.1   Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1). 23.2   Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.2). 99.1   Press Release dated March 16, 2022.* 104   Cover Page Interactive Data File (embedded within the Inline XBRL document).   * The foregoing exhibits relating to Item 7.01 are intended to be furnished to, not filed with, the Securities and Exchange Commission pursuant to Regulation FD.   2     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.       Date: March 21, 2022 By: /s/ Eric Alexander   Name: Eric Alexander   Title: Chief Financial Officer   3