Shareholder Vote

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): December 16, 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 5.07 Submission of Matters to a Vote of Security Holders.   On December 16, 2022, U.S. Gold Corp. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Meeting”), at which the following proposals were voted upon:     1) Election of six (6) directors, Luke Norman, George Bee, Ryan K. Zinke, Robert W. Schafer, Tara Gilfillan and Michael Waldkirch, to hold office until the next annual meeting of stockholders and until their successors are named and qualified or until their earlier resignation or removal.       For     Withhold     Broker Non-Vote   Luke Norman     3,307,271       635,551       1,773,571   George Bee     3,233,565       709,257       1,773,571   Ryan K. Zinke     3,888,071       54,751       1,773,571   Robert W. Schafer     3,413,787       529,035       1,773,571   Tara Gilfillan     3,383,053       559,769       1,773,571   Michael Waldkirch     3,665,126       277,696       1,773,571       2) Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2023.   For     Against     Abstain     5,694,012       15,240       7,141       3) Approval, by a non-binding advisory vote, of the compensation of the Company’s named executive officers.   For     Against     Abstain     Broker Non-Vote     3,622,178       301,384       19,260       1,773,571       4) Approval of an amendment to the Company’s 2020 Stock Incentive Plan.   For     Against     Abstain     Broker Non-Vote     2,752,775       1,172,106       17,941       1,773,571     Each of the proposals acted upon by the Company’s stockholders at the Meeting received a sufficient number of votes to be approved.   Item 9.01 Financial Statements and Exhibits.   (d) Exhibits .   Exhibit No.   Description 99.1   Press Release dated December 20, 2022. 104   Cover Page Interactive Data File (embedded within the Inline XBRL document)   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: December 21, 2022 By: /s/ Eric Alexander   Name: Eric Alexander   Title: Chief Financial Officer   3