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):   April 28, 2025   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 April 28, 2025, U.S. Gold Corp. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”), at which the following proposals were voted upon:     1) Election of five (5) directors, Luke Norman, George Bee, Johanna Fipke, Robert W. Schafer 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.       Votes For     Votes Withheld     Broker Non-Votes   Luke Norman     4,034,284       350,783       2,940,790   George Bee     4,345,397       39,670       2,940,790   Johanna Fipke     4,321,257       63,809       2,940,790   Robert W. Schafer     4,328,578       56,489       2,940,790   Michael Waldkirch     4,291,206       93,861       2,940,790       2) Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2025.   Votes For   Votes Against     Abstentions   7,260,687     27,513       37,656       3) Approval, by a non-binding advisory vote, of the compensation of the Company’s named executive officers.   Votes For   Votes Against     Abstentions     Broker Non-Votes   4,263,335     79,258       42,473       2,940,791       4) Approval, by a non-binding advisory vote, of the frequency of future advisory votes on the compensation of the Company’s named executive officers.   3 Years   2 Years     1 Year     Abstentions     Broker Non-Votes   1,896,984     1,014,679       1,408,709       64,693       2,940,792     Each of the proposals acted upon by the Company’s stockholders at the Meeting received a sufficient number of votes to be approved.   Based on these results and consistent with the Company’s recommendation, the Board of Directors of the Company 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 2031 annual meeting of stockholders.         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 29, 2025 By: /s/ Eric Alexander   Name: Eric Alexander   Title: Chief Financial Officer