Material Agreement · Equity Issuance

Securities and Exchange Commission (“SEC”). The Warrants and the shares of Common Stock issuable upon the exercise of the Warrants were offered and sold without registration under the Securities Act of 1933, as amended (the “Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Act and Rule 506(b) promulgated thereunder   The Company did not retain a placement agent in connection with the Transactions.   The Company intends to use the proceeds from the Transactions for working capital requirements and general corporate purposes.   The Transactions are expected to close on April 19, 2024.   Item 3.02 Unregistered Sales of Equity Securities.   The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.         Item 7.01 Regulation FD Disclosure.   On April 15, 2024, U.S. Gold issued a press release announcing the Transaction 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.   The foregoing descriptions of the Securities Purchase Agreement, Offering Shares and Warrants are not complete and are qualified in their entirety by reference to the full text of the Transaction documents, copies of which are filed as Exhibits 10.1 and 4.1 to this report and are incorporated by reference herein.   A copy of the opinion of Davis Graham & Stubbs LLP relating to the legality of the issuance and sale of the Offering Shares in the Offering is attached as Exhibit 5.1 to this report.   (d) Exhibits .   Exhibit No.   Description 4.1   Form of Warrant. 5.1   Opinion of Davis Graham & Stubbs LLP. 10.1   Form of Securities Purchase Agreement between U.S. Gold Corp. and certain investors, dated as of April 15, 2024. 23.1   Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1). 99.1   Press Release dated April 15, 2024.* 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.           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: April 18, 2024 By: /s/ Eric Alexander   Name: Eric Alexander   Title: Chief Financial Officer