UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 9, 2025, U.S. Gold Corp. (the “Company”) and the warrantholder of the remaining outstanding warrants to purchase up to 100,000 shares of common stock of the Company at an exercise price of $6.00 per share expiring on or around August 10, 2025, agreed to amend the warrant agreement governing such warrants to provide that such warrants may be exercised, at the election of such warrantholder, on a cash or cashless (net exercise) basis (the “Warrant Amendment”).
The foregoing description of the Warrant Amendment is not complete and is subject to, and qualified in its entirety by, the full text of the form of the Warrant Amendment, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The disclosure set forth above in Item 1.01 is incorporated by reference into this Item 3.03.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 4.1 | Form of Amendment No. 1 to Warrant Agreement, dated as of August 9, 2025, by and between U.S. Gold Corp. and the Warrantholder. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: August 11, 2025 | By: | /s/ Eric Alexander |
| Name: | Eric Alexander | |
| Title: | Chief Financial Officer | |