Filed
Pursuant to Rule 424(b)(5)
Registration
No. 333- 239062
Prospectus
Supplement
(To
Prospectus Dated June 23, 2020)
914,136
Shares
Common
Stock
Pursuant
to this prospectus supplement and the accompanying prospectus, we are offering 914,136 shares of our common stock, $0.001 par
value per share to certain institutional and accredited investors at an offering price of $10.54 per share. In a concurrent private
placement, we are also selling to such investors warrants to purchase up to 457,068 shares of our common stock (the “Warrants”),
which represent 50% of the number of shares of our common stock being purchased in this offering, exercisable for one share of
our common stock at an exercise price of $14.50 per share and exercisable after six months following the issuance with a term
of five years from the date of the initial exercise date. The Warrants issued in the private placement and our common stock issuable
upon the exercise of the Warrants are being offered pursuant to the exemptions provided in Section 4(a)(2) under the Securities
Act of 1933, as amended (the “Securities Act”) and Rule 506(b) promulgated thereunder, and they are not being offered
pursuant to this prospectus supplement and the accompanying prospectus.
Our
common stock is traded on The NASDAQ Capital Market (“NASDAQ”) under the symbol “USAU”. On January 27,
2021, the last reported sale price for our common stock was $13.18 per share. There is no established public trading market for
the Warrants and we do not expect a market to develop. In addition, we do not intend to list the Warrants on the NASDAQ, or any
other national securities exchange or any other nationally recognized trading system.
Palladium
Capital Group, LLC (“Palladium”) acted as an advisor in connection with this offering. Palladium is entitled to a
fee equal to 8.0% of the gross proceeds raised in the offering from the sale of common stock to certain of the investors, or an
aggregate of approximately $560,000, and a warrant to purchase 46,490 shares of our common stock (which equals 7% of the aggregate
number of shares sold in this offering to certain investors) at an exercise price of $14.50 per share (the “Palladium Warrant”).
The Palladium Warrant will have terms identical in all material respects to the Warrants.
The
gross proceeds to us before fees and expenses will be approximately $9,635,000. After the deduction of advisor fees of this offering
payable in cash, proceeds to us, before expenses, will be approximately $9,075,000. See “Plan of Distribution” on
page S-12 of this prospectus supplement for more information regarding the compensation of the advisor.
As
of January 28, 2021, the aggregate market value of our outstanding common stock held by non-affiliates was $83,835,349 based on
5,881,166 shares of outstanding common stock, of which 815,586 shares are held by affiliates, and a price of $16.55 per share,
which was the last reported trading price of our common stock on the NASDAQ on December 31, 2020. Pursuant to General Instruction
I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding one-third of our public
float in any 12-month period so long as our public float remains below $75 million. Prior to this offering, the aggregate market
value of securities sold pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-calendar month period that ends
on, and includes, the date of this prospectus supplement was $2,000,001.
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-5 of this
prospectus supplement and “Risk Factors” beginning on page 4 of the accompanying prospectus and in the documents incorporated
by reference in this prospectus supplement for a discussion of factors to consider before deciding to invest in our common stock.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
We
anticipate that delivery of the shares of common stock offered hereby is expected to take place on or about February 1, 2021,
subject to satisfaction of certain conditions.
The
date of this prospectus supplement is January 28, 2021
TABLE
OF CONTENTS
PROSPECTUS
SUPPLEMENT
BASE
PROSPECTUS
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
prospectus supplement and the accompanying prospectus form part of a registration statement on Form S-3 (File No. 333-239062)
that we filed with the Securities and Exchange Commission (the “SEC”), utilizing a “shelf” registration
process. Under this shelf registration process, we may offer and sell from time to time in one or more offerings the securities
described in the accompanying prospectus. This prospectus supplement describes the specific details regarding this offering, including
the price, the amount of our common stock being offered, the risks of investing in our common stock and other items.
This
document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this securities
offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference
herein and therein. The second part, the accompanying prospectus, provides more general information. Generally, when we refer
to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the information
contained in this prospectus supplement and the information contained in the accompanying prospectus or any document incorporated
by reference herein or therein filed prior to the date of this prospectus supplement, you should rely on the information in this
prospectus supplement; provided that if any statement in one of these documents is inconsistent with a statement in another document
having a later date—for example, a document incorporated by reference in the accompanying prospectus—the statement
in the document having the later date modifies or supersedes the earlier statement.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any
document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including,
in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made.
Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state
of our affairs.
You
should rely only on the information contained in this prospectus supplement and the accompanying prospectus, including any information
incorporated by reference. We have not authorized any other person to provide you with different information. If anyone provides
you with different or inconsistent information, you should not rely on it. You should not assume that the information appearing
in this prospectus, any prospectus supplement or any document incorporated by reference is accurate at any date other than as
of the date of each such document. Our business, financial condition, results of operations and prospects may have changed since
the date indicated on the cover page of such documents. Both this prospectus supplement and the accompanying prospectus include
important information about us, our common stock and other information you should know before investing. This prospectus supplement
also adds, updates, and changes certain of the information contained in the prospectus. This prospectus supplement contains summaries
of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete
information. All of the summaries are qualified in their entirety by the actual documents. You should read both this prospectus
supplement and the accompanying prospectus as well as the additional information described under the headings “Where You
Can Find More Information” and “Incorporation by Reference” before investing in our common stock.
We
are offering to sell, and seeking offers to buy, our securities offered by this prospectus supplement only in jurisdictions where
offers and sales are permitted. The distribution of this prospectus supplement and the accompanying prospectus or any free writing
prospectus and the offering of the securities in certain jurisdictions may be restricted by law. Persons outside the United States
who come into possession of this prospectus supplement and the accompanying prospectus or any free writing prospectus must inform
themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus
supplement and the accompanying prospectus or any free writing prospectus outside the United States. This prospectus supplement
and the accompanying prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation
of an offer to buy, any securities offered by this prospectus supplement and the accompanying prospectus by any person in any
jurisdiction in which it is unlawful for such person to make such an offer or solicitation.
Unless
the context requires otherwise, references in this prospectus supplement to “the Company,” “we,” “us”
and “our” refer to U.S. Gold Corp. and its consolidated subsidiary as a combined entity.
PROSPECTUS
SUPPLEMENT SUMMARY
The
following summary highlights certain information contained elsewhere in this prospectus supplement, the accompanying base prospectus
and the documents incorporated by reference herein and in the accompanying base prospectus. This summary does not contain all
the information you will need in making your investment decision. You should carefully read this entire prospectus supplement
and, the accompanying base prospectus that we have been authorized to use and the documents incorporated by reference herein and
in the accompanying base prospectus. You should pay special attention to the information under “Risk Factors” beginning
on page S-5 of this prospectus supplement and page 4 of the accompanying base prospectus.
Overview
of the Company
U.S.
Gold Corp. and its subsidiaries are engaged in the gold mining industry. We are a U.S. focused gold exploration and development
company. We own certain mining leases and other mineral rights comprising the CK Gold Project in Wyoming, the Keystone and Maggie
Creek Projects in Nevada and most recently the Challis Gold Project in Idaho..
We
are focused on the evaluation, acquisition, exploration and advancement of gold exploration and potential development projects,
which may lead to gold production or value adding strategic transactions such as earn-in right agreements, option agreements,
leases to third parties, joint venture arrangements with other mining companies, or outright sales of assets for cash and/or other
consideration. We look for opportunities to improve the value of our gold projects through exploration drilling and/or technical
studies focused on optimizing previous engineering work. We do not currently generate any cash flows from mining operations.
Recent
Developments
COVID-19
Developments
The
global COVID-19 pandemic continues to rapidly evolve, and we will continue to monitor the COVID-19 situation closely. The ongoing
COVID-19 pandemic has and may continue to adversely impact our business, as our operations are based in and rely on third parties
located in areas affected by the pandemic.
We,
or our people, investors, contractors or stakeholders, have been prevented from free cross-border travel or normal attendance
to activities in conducting our business at trade shows, presentations, meetings or other activities meant to promote or execute
our business strategy and transactions. We have been prevented from receiving goods or services from contractors. Decisions beyond
our control, such as canceled events, restricted travel, barriers to entry or other factors have affected or may affect our ability
to accomplish drilling programs, technical analysis of completed exploration actions, equity raising activities, and other needs
that would normally be accomplished without such limitations. Furthermore, our exploration activities rely heavily on outside
contracts. The COVID-19 pandemic has caused disruptions in travel and accessing our exploration properties with contractors. Such
government-imposed precautionary measures may have been relaxed in certain countries or states, but there is no assurance that
more strict measures will be put in place again due to a resurgence in COVID-19 cases or in response to the spread of a new strain
of COVID-19. There can be no assurance that the Company and its personnel may travel and access property freely in the near future.
Moreover,
the COVID-19 pandemic has made and continues to make indeterminable adverse effects on general commercial activity and the world
economy, and our business and results of operations could be adversely affected to the extent that COVID-19 or any other epidemic
harms the global economy generally.
We
do not yet know the full extent of potential delays or impact on our business, our relationship with our business partners, or
the global economy as a whole. However, any one or a combination of these events could have an adverse effect on our other business
operations. A continuation or worsening of the levels of market disruption and volatility seen in the recent past could have an
adverse effect on our ability to access capital, on our business, results of operations and financial condition, and on the market
price of our common stock.
Change
in Size of the Board of Directors
Effective
January 6, 2021, our board of directors increased its size from five to six directors (the “board increase”), pursuant
to Article V, Section 1 of our Second Amended and Restated Bylaws. Also, effective January 6, 2021, our board of directors appointed
Mr. Michael Waldkirch to serve on our board of directors and to fill the vacancy created by the board increase. Additionally,
effective January 6, 2021, Mr. Waldkirch replaced Mr. Ryan Zinke as a member of the Audit Committee of the board of directors.
Corporate
Information
Our
principal executive offices are located at 1910 E. Idaho Street, Suite 102-Box 604, Elko, NV 89801 and our telephone number is
(800) 557-4550. Our web site address is www.usgoldcorp.gold. Information on our website is not incorporated in this prospectus
supplement and is not part of this prospectus supplement, unless otherwise stated.
U.S.
Gold Corp., formerly known as Dataram Corporation (the “Company”), was originally incorporated in the State of New
Jersey in 1967 and was subsequently re-incorporated under the laws of the State of Nevada in 2016. Effective June 26, 2017, the
Company changed its name to U.S. Gold Corp. from Dataram Corporation.
THE
OFFERING
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Common
stock offered by us
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914,136
shares.
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Common
stock to be outstanding immediately after the offering (1)
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6,788,285
shares (assuming that we sell the maximum number of shares of common stock offered in this offering and excluding shares issuable
upon the exercise of the Warrants to be issued in the concurrent private placement).
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Concurrent
Private Placement of Warrants
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In
a concurrent private placement, we are selling to purchasers of our common stock in this offering Warrants to purchase an
additional 457,068 shares of our common stock, which represent 50% of the number of shares of our common stock purchased in
this offering, exercisable for one share of our common stock at an exercise price of $14.50 per share, exercisable after six
months following the issuance with a term of five years from the date of the initial exercise date. We will receive gross
proceeds from the concurrent private placement transaction solely to the extent the Warrants are exercised for cash. The Warrants
and the shares of common stock issuable upon the exercise of the Warrants are not being offered pursuant to this prospectus
supplement and the accompanying prospectus, and are being offered pursuant to the exemption provided in Section 4(a)(2) under
the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. There is no established public trading market for
the Warrants and we do not expect a market to develop. In addition, we do not intend to list the Warrants on the NASDAQ, any
other national securities exchange or any other nationally recognized trading system. See “Private Placement of Warrants”
beginning on page S-11 of this prospectus supplement.
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Use
of proceeds
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We
expect to use the net proceeds from the sale of our common stock in this offering for working capital and general corporate
purposes. See “Use of Proceeds” on page S-8.
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Dividend
policy
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We
do not anticipate paying any cash dividends on our common stock in the foreseeable future but intend to retain our capital
resources for reinvestment in our business.
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Risk
factors
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Investing
in our securities involves a high degree of risk. You should read the “Risk Factors” section beginning on page
S-5 of this prospectus supplement and page 4 of the accompanying prospectus and in the documents incorporated by reference
in this prospectus supplement for a discussion of factors to consider before deciding to invest in our common stock.
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NASDAQ
symbol
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USAU
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Transfer
Agent
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Equity
Stock Transfer LLC
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(1)
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The
number of shares of common stock to be outstanding immediately after this offering is based on 5,874,149 shares of our common
stock outstanding as of January 27, 2021, and excludes, as of such date:
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95,000
shares of common stock issuable upon the exercise of stock
options outstanding at a weighted average exercise price of $14.63 per share;
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1,380,160
shares of common stock issuable upon exercise of outstanding
common stock purchase warrants with a weighted average exercise price of $8.89 per share;
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up
to 863,075 shares of common stock reserved for future issuance under our equity incentive plans.
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up
to 457,068 shares of common stock issuable upon the exercise of Warrants, at an exercise price of $14.50 per share, to be
issued to purchasers in a private placement concurrent with this offering; and
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up
to 46,490 shares of common stock issuable upon exercise of the Palladium Warrant expected to be issued in connection with
this offering.
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Except
as otherwise indicated, the information in this prospectus supplement assumes (i) no exercise of the Warrants, (ii) no exercise
of the Palladium Warrants, and (iii) no exercise of options or exercise of warrants described above.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus supplement, the accompanying prospectus and the information incorporated by reference in this prospectus supplement
and the accompanying prospectus contain “forward-looking statements,” which include information relating to future
events, future financial performance, strategies, expectations, competitive environment and regulation. Words such as “may,”
“should,” “could,” “would,” “predicts,” “potential,” “continue,”
“expects,” “anticipates,” “future,” “intends,” “plans,” “believes,”
“estimates,” and similar expressions, as well as statements in future tense, are intended to identify forward-looking
statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate
indications of when such performance or results will actually be achieved. Forward-looking statements are based on information
we have when those statements are made or our management’s good faith belief as of that time with respect to future events,
and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed
in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited
to:
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plans to conduct geographic surveys and determine the scope of our drilling program during our fiscal year ended April 30,
2021;
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the
impact of COVID-19 on our business and exploration activities;
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the
conclusions of additional exploration programs and related studies;
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expectations
and the timing and budget for exploration and future exploration of our properties;
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our
planned expenditures during our fiscal year ended April 30, 2021 and future periods;
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our
estimates of the cost of future permitting changes and additional bonding requirements;
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future
exploration plans and expectations related to our properties;
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our
ability to fund our business with our current cash reserves based on our currently planned activities;
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our
expected cash needs and the availability and plans with respect to future financing;
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statements
concerning our financial condition;
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our
anticipation of future environmental and regulatory impacts;
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our
business and operating strategies; and
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statements
related to operating and legal risks.
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For
a more detailed discussion of such risks and other important factors that could cause actual results to differ materially from
those in such forward-looking statements and forward-looking information, please see “Risk Factors” below in this
prospectus supplement and on page 4 of the accompanying base prospectus as well as the risk factors included in the documents
incorporated herein and therein by reference. Although we have attempted to identify important factors that could cause actual
results to differ materially from those described in forward-looking statements and forward-looking information, there may be
other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that these statements
will prove to be accurate as actual results and future events could differ materially from those anticipated in the statements.
Except as required by law, we assume no obligation to publicly update any forward-looking statements and forward-looking information,
whether as a result of new information, future events or otherwise. We qualify all forward-looking statements by these cautionary
statements.
RISK
FACTORS
Investing
in the common stock involves a high degree of risk. Prospective investors should carefully consider the following risks, as well
as the other information contained in this prospectus supplement, the accompanying base prospectus, and the documents incorporated
by reference herein and therein before investing in the common stock. You should also consider the risks, uncertainties and assumptions
discussed under the heading “Risk Factors” included in our most recent annual report on Form 10-K and the subsequent
quarterly reports on Form 10-Q and other reports that we file with the SEC which are on file with the SEC and are incorporated
herein by reference, and which may be amended, supplemented or superseded from time to time by other reports we file with the
SEC in the future. If any of the following risks actually occurs, our business could be harmed. The risks and uncertainties described
below are not the only ones faced by us. Additional risks and uncertainties, including those of which we are currently unaware
or that are currently deemed immaterial, may also adversely affect our business, financial condition, cash flows, prospects and
the price of our common stock. Please also read carefully the section below entitled “Cautionary Note Regarding Forward-Looking
Statements.”
Risk
Factors Related to our Business
The
Company’s activities may be adversely affected by unforeseeable and unquantifiable health risks, such as the COVID-19 pandemic,
whether those effects are local, nationwide or global. Matters outside the Company’s control may prevent it from executing
on its exploration programs, limit travel of Company representatives, adversely affect the health and welfare of Company personnel
or prevent important vendors and contractors from performing normal and contracted activities.
The
ongoing COVID-19 pandemic has and may continue to adversely impact the Company’s business, as its operations are based in
and rely on third parties located in areas affected by the pandemic.
The
risks to the Company related to contagious disease, or policies implemented by governments to protect against the spread of a
disease, are unforeseeable and unquantifiable by us. The COVID-19 pandemic has prevented the Company, or its people, investors,
contractors or stakeholders, from free cross-border travel or normal attendance to activities in conducting its business at trade
shows, presentations, meetings or other activities meant to promote or execute its business strategy and transactions. In addition,
the Company has been prevented from receiving goods or services from contractors. Decisions beyond the Company’s control,
such as canceled events, restricted travel, barriers to entry or other factors have affected or may affect its ability to accomplish
drilling programs, technical analysis of completed exploration actions, equity raising activities, and other needs that would
normally be accomplished without such limitations. Such government-imposed precautionary measures related to COVID-19 may have
been relaxed in certain states, but there is no assurance that more strict measures will be put in place again due to a resurgence
in COVID-19 cases. There can be no assurance that the Company and its personnel may travel and access property freely in the near
future.
Furthermore,
the Company uses a variety of outsourced contractors to execute its exploration programs. Drilling contractors need to be able
to access the Company’s projects and insure social distancing recommended safety standards. The COVID-19 pandemic has caused
disruptions in travel and accessing the Company’s exploration properties with contractors. There is still uncertainty and
lack of clarity with regards to travel restrictions and future State openings in Wyoming and Nevada. The Company continues to
monitor the overall situation closely, with safety of its employees and contractors our top priority. There are no assurances
that material exploration activities can take place in 2021.
The
COVID-19 pandemic has brought tremendous uncertainty to the global financial markets. As an exploration company with no revenues,
the Company is reliant on constantly raising additional capital to fund its operations. A continuation or worsening of the levels
of market disruption and volatility seen in the recent past could have an adverse effect on its ability to access capital, on
its business, results of operations and financial condition, and on the market price of the Company’s common stock. There
are no assurances we will be able to raise additional capital on favorable terms in the foreseeable future.
The
COVID-19 pandemic can cause potential disruptions with several of its outsourced consultants and professionals which the Company
relies on to execute its business. The Company’s outsourced accountants, financial advisors, auditors, legal counsel, employees
and Board have all experienced disruptions due to travel restrictions and remote working conditions. This has the potential to
cause delays to current and future financial filings. The Company has taken steps to mitigate the potential risks to suppliers
and employees posed by the spread of COVID-19. The Company has implemented work from home policies where appropriate. The Company
will continue to monitor developments affecting both its workforce and contractors, and will take additional precautions that
management determines are necessary in order to mitigate the impacts.
Risk
Factors Related to this Offering and our Common Stock
If
you purchase securities in this offering, you will suffer immediate dilution of your investment.
The
offering price of our common stock in this offering is substantially higher than the net tangible book value per share of our
common stock. Therefore, if you purchase securities in this offering, you will pay a price per share of our common stock that
substantially exceeds our net tangible book value per share after giving effect to this offering. Based on an offering price of
$10.54 per share of our common stock, if you purchase securities in this offering, you will experience immediate dilution of $5.55
per share, representing the difference between the offering price per share of our common stock and our pro forma as adjusted
net tangible book value per share after giving effect to this offering. Furthermore, if any of our outstanding options or warrants
are exercised at prices below the offering price, or if we grant additional options or other awards under our equity incentive
plans or issue additional warrants, you may experience further dilution of your investment. See the section entitled “Dilution”
below for a more detailed illustration of the dilution you would incur if you participate in this offering.
Our
stock price may be volatile.
The
market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors,
many of which are beyond our control, including the following:
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results
of our operations and exploration efforts;
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fluctuation
in the supply of, demand and market price for gold;
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our
ability to obtain working capital financing;
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additions
or departures of key personnel;
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limited
“public float” in the hands of a small number of persons whose sales or lack of sales could result in positive
or negative pricing pressure on the market price for our common stock;
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our
ability to execute our business plan;
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sales
of our common stock and decline in demand for our common stock;
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regulatory
developments;
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economic
and other external factors;
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investor
perception of our industry or our prospects; and
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period-to-period
fluctuations in our financial results.
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In
addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated
to the operating performance of particular companies. The COVID-19 pandemic has resulted in significant financial market volatility
and uncertainty in the recent past. These market fluctuations may also materially and adversely affect the market price of our
common stock. As a result, you may be unable to resell your shares of our common stock at a desired price.
Volatility
in the price of our common stock may subject us to securities litigation.
As
discussed above, the market for our common stock is characterized by significant price volatility when compared to seasoned issuers,
and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the
past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in
the market price of its securities. We may in the future be the target of similar litigation. Securities litigation could result
in substantial costs and liabilities and could divert management’s attention and resources.
Management
will have broad discretion as to the use of proceeds from this offering and we may use the net proceeds in ways with which you
may disagree.
We
intend to use the net proceeds of this offering for working capital and general corporate purposes. Our management will have broad
discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that do not improve
our results of operations or enhance the value of our common stock. Accordingly, you will be relying on the judgment of our management
with regard to the use of net proceeds, and you will not have the opportunity, as part of your investment decision, to assess
whether the proceeds are being used appropriately. Our failure to apply these funds effectively could have a material adverse
effect on our business and cause the price of our common stock to decline.
You
may experience future dilution as a result of future equity offerings or other equity issuances.
We
cannot assure you that we will not need to raise substantial capital in addition to the amounts we may raise in this offering.
In order to raise such capital, we may in the future offer and issue additional common stock or other securities convertible into
or exchangeable for our common stock. We cannot assure you that we will be able to sell shares or other securities in any other
offering at a price per share that is equal to or greater than the price per share paid by investors in this offering from time
to time, and investors purchasing shares or other securities in the future could have rights superior to existing shareholders.
The price per share at which we sell additional common stock or other securities convertible into or exchangeable for our common
stock in future transactions may be higher or lower than the price per share in this offering.
We
do not anticipate paying dividends on our common stock in the foreseeable future.
We
currently plan to invest all available funds, including the proceeds from this offering, and future earnings, if any, in the development
and growth of our business. We currently do not anticipate paying any cash dividends on our common stock in the foreseeable future.
As a result, a rise in the market price of our common stock, which is uncertain and unpredictable, will be your sole source of
potential gain in the foreseeable future and you should not rely on an investment in our common stock for dividend income.
Future
sales of shares of our securities may negatively affect our stock price.
We
are unable to predict the effect, if any, that future sales of common stock, or the availability of our common stock for future
sales, will have on the market price of our common stock from time to time. Sales of substantial amounts of our common stock (including
sales of securities convertible into shares of our common stock), or the possibility of such sales, could adversely affect the
market price of our common stock and also impair our ability to raise capital through an offering of our equity securities in
the future. In the future, we may issue additional shares or warrants in connection with investments or for other purposes considered
advisable by our Board. Any substantial sale of our common stock may have an adverse effect on the market price of our common
stock.
USE
OF PROCEEDS
We
estimate that our net proceeds from this offering will be approximately $9.0 million, after deducting estimated offering
expenses payable by us, excluding the proceeds we may receive from the exercise of the Warrants issued in the concurrent private
placement. The net proceeds from the sale of the securities offered by this prospectus supplement will be used for working capital
and general corporate purposes. Pending application of the net proceeds as described above, we intend to invest the net proceeds
to us from this offering in a variety of capital preservation investments, including short-term, investment-grade and interest-bearing
instruments.
Depending
on opportunities, economic conditions and the results of the activities described above we may use a portion of the proceeds allocated
above to invest in property acquisitions or complete other corporate activities designed to achieve our corporate goals. Estimated
costs and the scope of activities cannot be determined at this time.
We
will not receive any proceeds from the sale of common stock issuable under exercise of the Warrants that we are offering in the
concurrent private placement unless and until such Warrants are exercised for cash. If all of the Warrants sold in this offering
were to be exercised in cash at the exercise price of $14.50 per share of common stock, we would receive additional net proceeds
of approximately $6.6 million. We cannot predict when or if these Warrants will be exercised. It is possible that these Warrants
may expire and may never be exercised.
DIVIDEND
POLICY
We
have never paid cash dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable future but
intend to retain our capital resources for reinvestment in our business
DILUTION
If
you invest in our common stock, your ownership interest will be diluted by the difference between the price per share you pay
and the net tangible book value per share of our common stock immediately after this offering.
Our
net tangible book value as of October 31, 2020, was approximately $23,675,781, or $6.46 per share of our common stock, based upon
3,664,019 shares of our common stock outstanding as of that date. Net tangible book value per share is determined by dividing
our total tangible assets, less total liabilities, by the number of shares of our common stock outstanding as of October 31, 2020.
Dilution in net tangible book value per share represents the difference between the amount per share paid by purchasers of shares
of common stock in this offering and the net tangible book value per share of our common stock immediately after this offering.
Our
pro forma net tangible book value as of October 31, 2020, was approximately $24,912,098, or $4.24 per share, after
giving effect to the following issuances of common stock after October 31, 2020: (i) an aggregate of 1,068,940 shares of common
stock upon the conversion of the Series H Preferred Stock, at a conversion price of $0.001 per share, (ii) an aggregate of 921,666
shares of common stock upon the conversion of the Series I Preferred Stock, at an exercise price of $0.001 per share; (iii) an
aggregate of 188 shares of restricted common stock for director services rendered from November 1 to November 9, 2020; (iv)
an aggregate of 16,907 shares of common stock granted to certain service providers as compensation for services; (v) an aggregate
of 33,858 shares of common stock upon the exercise of warrants, exercised on a cashless basis and (vi) an aggregate
of 168,571 shares of common stock upon the exercise of warrants, at an exercise price of $7.00 per share;
After
giving further effect to the sale of 914,136 shares of our common stock in this offering at the price of $10.54 per share of common
stock, and after deducting the advisory fees and estimated offering expenses payable by us, our pro forma as adjusted net tangible
book value as of October 31, 2020 would have been approximately $33,887,098, or $4.99 per share. This represents
an immediate increase in net tangible book value of $0.75 per share to existing stockholders and immediate dilution in
net tangible book value of $5.55 per share to new investors. The following table illustrates this dilution on a per share
basis:
|
Offering price per share
|
|
|
|
|
|
$
|
10.54
|
|
|
Historical net tangible book value per share as of October 31, 2020
|
|
$
|
6.46
|
|
|
|
|
|
|
Increase (decrease) in net tangible book value per share attributable to the adjustments described above
|
|
$
|
(2.22
|
)
|
|
|
|
|
|
Pro forma net tangible book value per share as of October 31, 2020
|
|
$
|
4.24
|
|
|
|
|
|
|
Increase in net tangible book value per share attributable to this offering
|
|
$
|
0.75
|
|
|
|
|
|
|
Pro forma as adjusted net tangible book value per share as of October 31, 2020, after giving effect to this offering
|
|
|
|
|
|
$
|
4.99
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilution per share to new investors
|
|
|
|
|
|
$
|
5.55
|
|
The
discussion and table above assume no exercise of the Warrants to purchase an aggregate of 457,068 shares of common stock to be
issued to purchasers in a concurrent private placement or the Palladium Warrants to purchase an aggregate of 46,490 shares of
common stock to be issued to the Palladium in this offering.
The
number of shares of common stock outstanding as of October 31, 2020 was 3,664,019, which excludes, as of such date:
|
|
●
|
95,000
shares of common stock issuable upon the exercise of stock
options outstanding at a weighted average exercise price of $14.63 per share;
|
|
|
|
|
|
|
●
|
1,380,160
shares of common stock issuable upon exercise of outstanding
common stock purchase warrants with a weighted average exercise price of $9.52 per share, which includes the shares of
common stock underlying certain warrants that were subsequently exercised, as described above;
|
|
|
|
|
|
|
●
|
up
to 863,075 shares of common stock reserved for future issuance under our equity incentive plans.
|
|
|
|
|
|
|
●
|
1,068,940
shares of common stock issuable upon conversion of Convertible Series H Preferred stock (the “Series H Preferred Stock”);
|
|
|
|
|
|
|
●
|
921,666
shares of common stock issuable upon conversion of Convertible Series I Preferred stock (the “Series I Preferred Stock”);
|
|
|
|
|
|
|
●
|
457,068
shares of common stock issuable upon the exercise of Warrants, at an exercise price of $14.50 per share, to be issued to purchasers
in a private placement concurrent with this offering; and
|
|
|
|
|
|
|
●
|
46,490
shares of common stock issuable upon exercise of the Palladium Warrant.
|
To
the extent that outstanding options or warrants are exercised, you may experience further dilution. In addition, we may choose
to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for
our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible
debt securities, the issuance of these securities could result in further dilution to our stockholders.
PRIVATE
PLACEMENT OF WARRANTS
In
a concurrent private placement, we are selling to each of the investors in this offering a Warrant to purchase up to 50% of the
number of shares of our common stock being purchased in this offering by each such investor. The aggregate number of common stock
issuable pursuant to the Warrants is 457,068. The Warrants will be exercisable at an exercise price of $14.50 per share. The exercise
price and number of shares of common stock issuable upon the exercise of the Warrants will be subject to adjustment in the event
of any stock dividend and split, reverse stock split, recapitalization, reorganization or similar transaction, as described in
the Warrants.
Each
Warrant shall be exercisable after six months following the date of issuance and have a term of exercise equal to five years from
the initial exercise date. A holder of Warrants will have the right to exercise the Warrants on a “cashless” basis
if at any time following the six-month anniversary of the closing of this offering there is no effective registration statement
registering, or the prospectus contained therein is not available for the resale of the shares of common stock issuable upon the
exercise of the Warrants. A holder of Warrants will not have the right to exercise any portion of its Warrants if the holder,
together with its affiliates, would beneficially own in excess of 4.99% (or 9.99% at the election of the holder prior to the date
of issuance) of the number of shares of our common stock outstanding immediately after giving effect to such exercise, provided
that the holder may increase the beneficial ownership limitation up to 9.99%. Any increase in the beneficial ownership limitation
shall not be effective until 61 days following notice of such change to the Company.
Except
as otherwise provided in the Warrants or by virtue of such holder’s ownership of shares of our common stock, the holders
of the Warrants do not have the rights or privileges of holders of our common stock, including any voting rights, until they exercise
their Warrants.
The
Warrants and the shares of common stock issuable upon the exercise of the Warrants are being offered pursuant to the exemptions
provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder, and they are not being offered pursuant
to this prospectus supplement and the accompanying prospectus.
There
is no established public trading market for the Warrants and we do not expect a market to develop. In addition, we do not intend
to list the Warrants on NASDAQ, any other national securities exchange or any other nationally recognized trading system. All
purchasers are required to be “accredited investors” as such term is defined in Rule 501(a) under the Securities Act.
PLAN
OF DISTRIBUTION
We
entered into a securities purchase agreement, dated January 28, 2021, directly with certain institutional and accredited investors
in connection with this offering, and we will only sell to investors who have entered into the securities purchase agreement.
Our
common stock is traded on NASDAQ under the symbol “USAU”. We expect to deliver the shares of common stock being offered
pursuant to this prospectus supplement, as well as the Warrants offered in the concurrent private placement, on or about February
1, 2021, subject to customary closing conditions.
We
agreed to pay Palladium an advisory fee, consisting of (i) cash compensation equal to 8.0% of the gross proceeds raised in the
offering from the sale of common stock to certain of the investors, or an aggregate of approximately $560,000 and (ii) the Palladium
Warrant to purchase 46,490 shares of our common stock (which equals 7% of the aggregate number of shares sold in this offering
to certain investors) at an exercise price of $14.50 per share. The Palladium Warrant will have terms identical in all material
respects to the Warrants.
We
estimate the total expenses of this offering paid or payable by us will be approximately $660,000. After deducting our
estimated expenses in connection with this offering, we expect the net proceeds from this offering will be approximately $8,975,000.
Determination
of Offering Price
The
offering price of the common stock we are offering was negotiated between us and the investors in the offering based on the trading
of our common stock prior to the offering, among other things.
LEGAL
MATTERS
The
validity of the issuance of the securities offered hereby will be passed upon for us by Ballard Spahr LLP, Las Vegas, Nevada.
Certain matters concerning this offering will be passed upon for us by Haynes and Boone, LLP, New York, New York.
EXPERTS
The
consolidated financial statements of U.S. Gold Corp. and subsidiaries as of and for the year ended April 30, 2020, incorporated
herein by reference (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern),
have been audited by Marcum LLP, independent registered public accounting firm, as set forth in their report, and are incorporated
by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
The
consolidated financial statements of U.S. Gold Corp. and subsidiaries as of and for the year ended April 30, 2019, incorporated
herein by reference, have been audited by KBL LLP (which contains an explanatory paragraph relating to the Company’s ability
to continue as a going concern), independent registered public accounting firm, as set forth in their report, and are incorporated
by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We
have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities we are offering
under this prospectus supplement and the accompanying prospectus. This prospectus supplement and the accompanying prospectus do
not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For
further information with respect to us and the securities we are offering under this prospectus supplement and the accompanying
prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement.
With respect to the statements contained in this prospectus supplement and the accompanying prospectus regarding the contents
of any agreement or any other document, in each instance, the statement is qualified in all respects by the complete text of the
agreement or document, a copy of which has been filed as an exhibit to the registration statement. The SEC maintains an internet
site that contains reports, proxy and information statements, and other information regarding issuers that file electronically
with the SEC, where our SEC filings are also available. The address of the SEC’s web site is http://www.sec.gov.
We
make available free of charge on or through our website at www.usgoldcorp.gold, our Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d)
of the Exchange Act, as soon as reasonably practicable after we electronically file such material with or otherwise furnish it
to the Securities and Exchange Commission. The information on, or accessible through, our website is not part of, and is not incorporated
into, this prospectus supplement or the accompanying prospectus and should not be considered part of this prospectus supplement
or the accompanying prospectus.
INCORPORATION
BY REFERENCE
The
SEC allows us to “incorporate by reference” information that we file with it into this prospectus supplement and the
accompanying prospectus, which means that we can disclose important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus supplement and the accompanying prospectus. The
information incorporated by reference is considered to be a part of this prospectus supplement and the accompanying prospectus,
and information that we file later with the Commission will automatically update and supersede information contained in this prospectus
supplement and the accompanying prospectus. Any statement contained in a previously filed document incorporated by reference will
be deemed to be modified or superseded for purposes of this prospectus supplement and accompanying prospectus to the extent that
a statement contained in this prospectus supplement or the accompanying prospectus modifies or replaces that statement.
We
incorporate by reference our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act in this prospectus supplement, between the date of this prospectus supplement and the termination
of the offering of the securities described in this prospectus supplement. We are not, however, incorporating by reference any
documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filed”
with the SEC, including our Compensation Committee report and performance graph or any information furnished pursuant to Items
2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K.
We
incorporate by reference the documents listed below that we have previously filed with the Commission:
|
|
●
|
our
Annual Report on Form 10-K for the fiscal year ended April 30, 2020, filed with the SEC on July 13, 2020;
|
|
|
|
|
|
|
●
|
the
information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended April 30, 2020 from
our definitive proxy statement on Schedule 14A filed with the SEC on September 11, 2020, as supplemented on September 23,
2020;
|
|
|
|
|
|
|
●
|
our
Quarterly Reports on Form 10-Q for the quarterly periods ended July 31, 2020 and October 31, 2020, filed with the SEC on September
11, 2020 and December 14, 2020, respectively;
|
|
|
|
|
|
|
●
|
our
Current Reports on Form 8-K filed with the SEC on August 13, 2020, September 2, 2019, September 22, 2020, October 6, 2020, October 13, 2020, November 6, 2020, November 10, 2020, December 10, 2020, January 12, 2021 and January 28,
2021; and
|
|
|
|
|
|
|
●
|
the
description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on January 27, 2000,
including any amendment or reports filed for the purpose of updating such description.
|
All
reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of this offering, including, but excluding any information furnished to, rather than filed with, the SEC, will also
be incorporated by reference into this prospectus supplement and the accompanying prospectus and deemed to be part of this prospectus
supplement and the accompanying prospectus from the date of the filing of such reports and documents.
You
should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else
to provide you with different information. You should not assume that the information in this prospectus supplement is accurate
as of any date other than the date of this prospectus supplement or the date of the documents incorporated by reference in this
prospectus supplement.
You
may request a free copy of any of the documents incorporated by reference in this prospectus supplement and the accompanying prospectus
(other than exhibits, unless they are specifically incorporated by reference in the documents) by writing or telephoning us at
the following address:
U.S.
Gold Corp.
Attention:
Corporate Secretary
1910
E. Idaho Street, Suite 102-Box 604
Elko,
NV 89801
(800)
557-4550
You
may also access the documents incorporated by reference in this prospectus through our website at www.usgoldcorp.gold. Except
for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be
incorporated in this prospectus or the registration statement of which it forms a part.
PROSPECTUS
U.S.
Gold Corp.
$20,000,000
Common
Stock
Preferred
Stock
Warrants
Units
We
may offer and sell from time to time, in one or more series or issuances and on terms that we will determine at the time of the
offering, any combination of the securities described in this prospectus, up to an aggregate amount of $20,000,000.
We
will provide specific terms of any offering in a supplement to this prospectus. Any prospectus supplement may also add, update,
or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement
as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of
the securities offered hereby.
These
securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents;
or directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of our securities, their compensation
and any over-allotment options held by them will be described in the applicable prospectus supplement. See “Plan of Distribution.”
Our
common stock is listed on the Nasdaq Capital Market (the “NASDAQ”) under the symbol “USAU.” On June 8,
2020, the last reported sale price of our common stock as reported on the NASDAQ was $7.03 per share. We recommend
that you obtain current market quotations for our common stock prior to making an investment decision. We will provide information
in any applicable prospectus supplement regarding any listing of securities other than shares of our common stock on any securities
exchange.
As
of June 9, 2020, the aggregate market value of our common stock held by non-affiliates, or our public float, was $23,229,596.70
based on a total number of 2,919,867 shares of common stock outstanding, of which 2,642,730 shares of common stock were held
by non-affiliates, and a price of $8.79 per share, the closing price of our common stock on May 29, 2020. Pursuant to General
Instruction I.B.6. of Form S-3, in no event will we sell the securities covered hereby in a public primary offering with a value
exceeding more than one-third of the aggregate market value of our common stock in any 12-month period so long as the aggregate
market value of our outstanding common stock held by non-affiliates remains below $75 million. During the 12 calendar months prior
to and including the date of this prospectus, we have offered and sold $5,938,286.50 of shares of common stock pursuant to General
Instruction I.B.6. of Form S-3.
Effective
as of 5:00 pm Eastern Time on March 19, 2020, we filed an amendment to our Articles of Incorporation to effect a reverse stock
split of the issued and outstanding shares of our common stock, at a ratio of one share for ten shares. All share and per share
prices in this prospectus have been adjusted to reflect the reverse stock split.
You
should carefully read this prospectus, any prospectus supplement relating to any specific offering of securities, and all information
incorporated by reference herein and therein.
Investing
in our securities involves a high degree of risk. These risks are discussed in this prospectus under “Risk Factors”
beginning on page 4 and in the documents incorporated by reference into this prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is June 23, 2020
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission using a “shelf”
registration process. Under this shelf process, we may, from time to time, sell any combination of the securities described in
this prospectus in one or more offerings up to a total amount of $20,000,000.
This
prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide
a prospectus supplement that will contain specific information about the terms of that offering. We may also add, update or change
in a prospectus supplement any information contained in this prospectus. To the extent any statement made in a prospectus supplement
or a document incorporated by reference herein after the date hereof is inconsistent with the statements made in this prospectus,
the statements made in this prospectus will be deemed modified or superseded by those made in the prospectus supplement or the
incorporated document.
The
prospectus supplement to be attached to the front of this prospectus may describe, as applicable: the terms of the securities
offered; the public offering price; the price paid for the securities; net proceeds; and the other specific terms related to the
offering of the securities.
You
should only rely on the information contained or incorporated by reference in this prospectus and any prospectus supplement or
issuer free writing prospectus relating to a particular offering. No person has been authorized to give any information or make
any representations in connection with this offering other than those contained or incorporated by reference in this prospectus,
any accompanying prospectus supplement and any related issuer free writing prospectus in connection with the offering described
herein and therein, and, if given or made, such information or representations must not be relied upon as having been authorized
by us. Neither this prospectus nor any prospectus supplement nor any related issuer free writing prospectus shall constitute an
offer to sell or a solicitation of an offer to buy offered securities in any jurisdiction in which it is unlawful for such person
to make such an offering or solicitation. This prospectus does not contain all of the information included in the registration
statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement,
including its exhibits.
You
should read the entire prospectus and any prospectus supplement and any related issuer free writing prospectus, as well as the
documents incorporated by reference into this prospectus or any prospectus supplement or any related issuer free writing prospectus,
before making an investment decision. Neither the delivery of this prospectus or any prospectus supplement or any issuer free
writing prospectus nor any sale made hereunder shall under any circumstances imply that the information contained or incorporated
by reference herein or in any prospectus supplement or issuer free writing prospectus is correct as of any date subsequent to
the date hereof or of such prospectus supplement or issuer free writing prospectus, as applicable. You should assume that the
information appearing in this prospectus, any prospectus supplement or any document incorporated by reference is accurate only
as of the date of the applicable documents, regardless of the time of delivery of this prospectus or any sale of securities. Our
business, financial condition, results of operations and prospects may have changed since that date.
PROSPECTUS
SUMMARY
This
summary provides an overview of selected information contained elsewhere or incorporated by reference in this prospectus and does
not contain all of the information you should consider before investing in our securities. You should carefully read the prospectus,
the information incorporated by reference and the registration statement of which this prospectus is a part in their entirety
before investing in our securities, including the information discussed under “Risk Factors” beginning on page 4
in this prospectus and the documents incorporated by reference and our financial statements and related notes that are incorporated
by reference in this prospectus. As used in this prospectus, unless the context otherwise indicates, the terms “we,”
“our,” “us,” or “the Company” refer to U.S. Gold Corp., a Nevada corporation, and its consolidated
subsidiaries taken as a whole.
Overview
U.S.
Gold Corp. and its subsidiaries are engaged in the gold mining industry. We are a U.S. focused gold exploration and development
company. We own certain mining leases and other mineral rights comprising the Copper King Project in Wyoming and the Keystone,
Gold Bar North and Maggie Creek Projects in Nevada.
We
are focused on the evaluation, acquisition, exploration and advancement of gold exploration and potential development projects,
which may lead to gold production or value adding strategic transactions such as earn-in right agreements, option agreements,
leases to third parties, joint venture arrangements with other mining companies, or outright sales of assets for cash and/or other
consideration. We look for opportunities to improve the value of our gold projects through exploration drilling and/or technical
studies focused on optimizing previous engineering work. We do not currently generate any cash flows from mining operations.
Recent
Developments
COVID-19
Developments
In
December 2019, a novel strain of coronavirus, COVID-19, was reported to have surfaced in Wuhan, China and has reached multiple
other countries, resulting in government-imposed quarantines, travel restrictions and other public health safety measures in China
and other countries. On March 12, 2020, the WHO declared COVID-19 to be a global pandemic, and the COVID-19 pandemic has resulted
in significant financial market volatility and uncertainty in recent months. A continuation or worsening of the levels of market
disruption and volatility seen in the recent past could have an adverse effect on our ability to access capital, on our business,
results of operations and financial condition, and on the market price of our common stock.
We,
or our people, investors, contractors or stakeholders, have been prevented from free cross-border travel or normal attendance
to activities in conducting our business at trade shows, presentations, meetings or other activities meant to promote or execute
our business strategy and transactions. We have been prevented from receiving goods or services from contractors. Decisions beyond
our control, such as canceled events, restricted travel, barriers to entry or other factors have affected or may affect our ability
to accomplish drilling programs, technical analysis of completed exploration actions, equity raising activities, and other needs
that would normally be accomplished without such limitations. Furthermore, our exploration activities rely heavily on outside
contracts. The COVID-19 pandemic has caused disruptions in travel and accessing our exploration properties with contractors. There
can be no assurance travel and property access will resume in the near future.
Moreover,
the COVID-19 pandemic has made and continues to make indeterminable adverse effects on general commercial activity and the world
economy, and the Company’s business and results of operations could be adversely affected to the extent that COVID-19 or
any other epidemic harms the global economy generally.
We
do not yet know the full extent of potential delays or impact on our business, our relationship with our business partners, or
the global economy as a whole. However, any one or a combination of these events could have an adverse effect on our other business
operations.
Corporate
Information
Our
principal executive offices are located at 1910 E. Idaho Street, Suite 102-Box 604, Elko, NV 89801 and our telephone number is
(800) 557-4550. Our web site address is www.usgoldcorp.gold. Information on our website is not incorporated in this prospectus
supplement and is not part of this prospectus supplement, unless otherwise stated.
U.S.
Gold Corp., formerly known as Dataram Corporation, was originally incorporated in the State of New Jersey in 1967 and was subsequently
re-incorporated under the laws of the State of Nevada in 2016. Effective June 26, 2017, the Company changed its name to U.S. Gold
Corp. from Dataram Corporation.
The
Securities We May Offer
We
may offer up to $20,000,000 of common stock, preferred stock, warrants and/or units in one or more offerings and in any combination.
This prospectus provides you with a general description of the securities we may offer. A prospectus supplement, which we will
provide each time we offer securities, will describe the specific amounts, prices and terms of these securities.
Common
Stock
We
may issue shares of our common stock from time to time. The holders of common stock are entitled to one vote per share on all
matters to be voted upon by the stockholders and there are no cumulative rights. Subject to preferences that may be applicable
to any outstanding preferred stock, the holders of common stock are entitled to receive ratably any dividends that may be declared
from time to time by our board of directors (the “Board”) out of funds legally available for that purpose. We do not
anticipate paying any cash dividends on our common stock in the foreseeable future but intend to retain our capital resources
for reinvestment in our business. In the event of our liquidation, dissolution or winding up, the holders of common stock are
entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred
stock then outstanding. The common stock has no preemptive or conversion rights or other subscription rights. There are no redemption
or sinking fund provisions applicable to the common stock. The outstanding shares of common stock are fully paid and non-assessable,
and any shares of common stock to be issued upon an offering pursuant to this prospectus and the related prospectus supplement
will be fully paid and nonassessable upon issuance. To the extent that additional shares of our common stock may be issued in
the future, the relative interests of the then existing stockholders may be diluted.
Preferred
Stock
We
may issue shares of our preferred stock from time to time, in one or more series. Our Board will determine the rights, preferences,
privileges and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption,
liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series,
without any further vote or action by stockholders. Convertible preferred stock will be convertible into our common stock or exchangeable
for our other securities. Conversion may be mandatory or at your option or both and would be at prescribed conversion rates.
If
we sell any series of preferred stock under this prospectus and applicable prospectus supplements, we will fix the rights, preferences,
privileges and restrictions of the preferred stock of such series in the certificate of designation relating to that series. We
will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from
reports that we file with the Securities and Exchange Commission, the form of any certificate of designation that describes the
terms of the series of preferred stock we are offering before the issuance of the related series of preferred stock. We urge you
to read the applicable prospectus supplement related to the series of preferred stock being offered, as well as the complete certificate
of designation that contains the terms of the applicable series of preferred stock.
Warrants
We
may issue warrants for the purchase of common stock or preferred stock in one or more series. We may issue warrants independently
or together with common stock or preferred stock, and the warrants may be attached to or separate from these securities. We will
evidence each series of warrants by warrant certificates that we will issue under a separate agreement. We may enter into warrant
agreements with a bank or trust company that we select to be our warrant agent. We will indicate the name and address of the warrant
agent in the applicable prospectus supplement relating to a particular series of warrants.
In
this prospectus, we have summarized certain general features of the warrants. We urge you, however, to read the applicable prospectus
supplement related to the particular series of warrants being offered, as well as the warrant agreements and warrant certificates
that contain the terms of the warrants. We will file as exhibits to the registration statement of which this prospectus is a part,
or will incorporate by reference from reports that we file with the Securities and Exchange Commission, the form of warrant agreement
or warrant certificate containing the terms of the warrants we are offering before the issuance of the warrants.
Units
We
may issue units consisting of common stock, preferred stock and/or warrants for the purchase of common stock or preferred stock
in one or more series. In this prospectus, we have summarized certain general features of the units. We urge you, however, to
read the applicable prospectus supplement related to the series of units being offered, as well as the unit agreements that contain
the terms of the units. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate
by reference reports that we file with the Securities and Exchange Commission, the form of unit agreement and any supplemental
agreements that describe the terms of the series of units we are offering before the issuance of the related series of units.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. The prospectus supplement applicable to each offering of our securities
will contain a discussion of the risks applicable to an investment in our securities. Before deciding whether to invest in our
securities, you should carefully consider the specific factors discussed under the heading “Risk Factors” in the applicable
prospectus supplement, together with all of the other information contained or incorporated by reference in the prospectus supplement
or appearing or incorporated by reference in this prospectus. You should also consider the risks, uncertainties and assumptions
discussed under Item 1A, “Risk Factors,” in our most recent Annual Report on Form 10-K or any updates in our Quarterly
Reports on Form 10-Q, together with all other information appearing in or incorporated by reference into this prospectus or the
applicable prospectus supplement, before deciding whether to purchase any securities being offered. If any of these risks actually
occurs, our business, business prospects, financial condition or results of operations could be seriously harmed. This could cause
the trading price of our common stock to decline, resulting in a loss of all or part of your investment. Please also read carefully
the section below entitled “Cautionary Note Regarding Forward-Looking Statements.”
Our
activities may be adversely affected by unforeseeable and unquantifiable health risks, such as Coronavirus, whether those effects
are local, nationwide or global. Matters outside our control may prevent us from executing on our exploration programs, limit
travel of Company representatives, adversely affect the health and welfare of Company personnel or prevent important vendors and
contractors from performing normal and contracted activities.
In
December 2019, a novel strain of coronavirus, COVID-19, was reported to have surfaced in Wuhan, China and has reached multiple
other countries, resulting in government-imposed quarantines, travel restrictions and other public health safety measures in China
and other countries. On March 12, 2020, the WHO declared COVID-19 to be a global pandemic, and the COVID-19 pandemic has resulted
in significant financial market volatility and uncertainty in recent months. A continuation or worsening of the levels of market
disruption and volatility seen in the recent past could have an adverse effect on our ability to access capital, on our business,
results of operations and financial condition, and on the market price of our common stock.
We,
or our people, investors, contractors or stakeholders, have been prevented from free cross-border travel or normal attendance
to activities in conducting our business at trade shows, presentations, meetings or other activities meant to promote or execute
our business strategy and transactions. We have been prevented from receiving goods or services from contractors. Decisions beyond
our control, such as canceled events, restricted travel, barriers to entry or other factors have affected or may affect our ability
to accomplish drilling programs, technical analysis of completed exploration actions, equity raising activities, and other needs
that would normally be accomplished without such limitations. Furthermore, our exploration activities rely heavily on outside
contracts. The COVID-19 pandemic has caused disruptions in travel and accessing our exploration properties with contractors. There
can be no assurance travel and property access will resume in the near future.
Moreover,
the COVID-19 outbreak has begun to have indeterminable adverse effects on general commercial activity and the world economy, and
the Company’s business and results of operations could be adversely affected to the extent that COVID-19 or any other epidemic
harms the global economy generally.
We
do not yet know the full extent of potential delays or impact on our business, our relationship with our business partners or
the global economy as a whole. However, any one or a combination of these events could have an adverse effect on our other business
operations.
We
may not meet the continued listing requirements of the NASDAQ, which could result in a delisting of our common stock.
Our
common stock is listed on the NASDAQ. We have in the past, and may in the future, be unable to comply with certain of the listing
standards that we are required to meet to maintain the listing of our common shares on the NASDAQ. For instance, on November
7, 2019, we received a letter from the Listing Qualifications Department of the Nasdaq Stock Market indicating that, based
upon the closing bid price of our common stock for the 30 consecutive business day period between September 26, 2019, through
November 6, 2019, we did not meet the minimum bid price of $1.00 per share required for continued listing on the NASDAQ pursuant
to Nasdaq Listing Rule 5550(a)(2). On April 3, 2020, we received notice from the NASDAQ indicating that we have regained compliance
with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2), and the matter is now closed.
If
NASDAQ delists our common stock from trading on its exchange for failure to meet the listing standards, we and our stockholders
could face significant material adverse consequences including:
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a
determination that our common stock is a “penny stock” which will require brokers trading in our common stock
to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market
for our common stock;
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a
limited amount of analyst coverage; and
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a
decreased ability to issue additional securities or obtain additional financing in the future.
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Delisting
could also have other negative results, including the potential loss of confidence by employees, the loss of institutional investor
interest and fewer business development opportunities.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus, each prospectus supplement and the information incorporated by reference in this prospectus and each prospectus supplement
contain “forward-looking statements,” which include information relating to future events, future financial performance,
strategies, expectations, competitive environment and regulation. Words such as “may,” “should,” “could,”
“would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,”
“future,” “intends,” “plans,” “believes,” “estimates,” and similar
expressions, as well as statements in future tense, are intended to identify forward-looking statements. Forward-looking statements
should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance
or results will actually be achieved. Forward-looking statements are based on information we have when those statements are made
or our management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties
that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking
statements. Important factors that could cause such differences include, but are not limited to:
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our
plans to conduct geographic surveys and determine the scope of our drilling program during our fiscal year ended April 30,
2021;
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the
impact of COVID-19 on our business and exploration activities;
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our
ability to maintain compliance with the NASDAQ’s listing standards;
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the
conclusions of additional exploration programs and related studies;
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expectations
and the timing and budget for exploration and future exploration of our properties;
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our
planned expenditures during our fiscal year ended April 30, 2021 and future periods;
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our
estimates of the cost of future permitting changes and additional bonding requirements;
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future
exploration plans and expectations related to our properties;
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our
ability to fund our business with our current cash reserves based on our currently planned activities;
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our
expected cash needs and the availability and plans with respect to future financing;
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statements
concerning our financial condition;
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our
anticipation of future environmental and regulatory impacts;
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our
business and operating strategies; and
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statements
related to operating and legal risks.
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You
should read this prospectus, the applicable prospectus supplement and any related free-writing prospectus and the documents incorporated
by reference in this prospectus with the understanding that our actual future results, levels of activity, performance and events
and circumstances may be materially different from what we expect. The forward-looking statements contained or incorporated by
reference in this prospectus or any prospectus supplement are expressly qualified in their entirety by this cautionary statement.
We do not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the
date on which any such statement is made or to reflect the occurrence of unanticipated events.
USE
OF PROCEEDS
Unless
we specify another use in the applicable prospectus supplement, we will use the net proceeds from the sale of the securities offered
by us for general corporate purposes, which may include, among other things, working capital, capital expenditures, exploration
activities and investments. We may also use the net proceeds for the repayment, refinancing, redemption or repurchase of current
or future indebtedness or capital stock and/or to invest in or acquire complementary or unrelated businesses or technologies,
although we have no current commitments or agreements with respect to any such investments or acquisitions as of the date of this
prospectus.
We
may set forth additional information on the use of net proceeds from the sale of the securities we offer under this prospectus
in a prospectus supplement related to a specific offering.
Investors
are cautioned, however, that expenditures may vary substantially from these uses. Investors will be relying on the judgment of
our management, who will have broad discretion regarding the application of the proceeds of this offering. The amounts and timing
of our actual expenditures will depend upon numerous factors, including the amount of cash generated by our operations, the amount
of competition and other operational factors. We may find it necessary or advisable to use portions of the proceeds from this
offering for other purposes.
From
time to time, we evaluate these and other factors and we anticipate continuing to make such evaluations to determine if the existing
allocation of resources, including the proceeds of this offering, is being optimized. Circumstances that may give rise to a change
in the use of proceeds include:
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potential
acquisitions;
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the
addition of exploration programs and related studies;
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a
change in timing and budget for exploration and future exploration of our properties;
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the
availability of other sources of capital, including cash from operations and financing arrangements, if any;
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difficulty
in environmental and regulatory compliance; and
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a
change in our business and operating strategies.
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Pending
other uses, we intend to invest the proceeds to us in investment-grade, interest-bearing securities such as money market funds,
certificates of deposit, or direct or guaranteed obligations of the U.S. government, or hold as cash. We cannot predict whether
the proceeds invested will yield a favorable, or any, return.
DESCRIPTION
OF CAPITAL STOCK
The
following description of common stock and preferred stock summarizes the material terms and provisions of the common stock and
preferred stock that we may offer under this prospectus, but is not complete. For the complete terms of our common stock and preferred
stock, please refer to our articles of incorporation, as amended, any certificates of designation for our preferred stock, and
our amended and restated bylaws, as may be amended from time to time. While the terms we have summarized below will apply generally
to any future common stock or preferred stock that we may offer, we will describe the specific terms of any series of preferred
stock in more detail in the applicable prospectus supplement. If we so indicate in a prospectus supplement, the terms of any preferred
stock we offer under that prospectus supplement may differ from the terms we describe below.
As
of June 9, 2020, our authorized capital stock consisted of 200,000,000 shares of common stock, par value $0.001 per share,
and 50,000,000 shares of “blank check” preferred stock, par value $0.001 per share, of which 1,300,000 shares are
designated as Series A Convertible Preferred Stock, 400,000 shares are designated as Series B Convertible Preferred Stock, 45,001.8
shares are designated as Series C Convertible Preferred Stock, 7,402 shares are designated as Series D Convertible Preferred Stock,
2,500 shares are designated as Series E Convertible Preferred Stock, 1,250 shares are designated as Series F Preferred Stock and
127 shares are designated as Series G Preferred Stock. Our Board has the authority, without further action by the stockholders,
to issue shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions granted
to or imposed upon the preferred stock. As of June 9, 2020, there were 2,919,867 shares of our common stock issued and
outstanding, and no shares of preferred stock outstanding.
Common
Stock
The
holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders and there are no
cumulative rights. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of common stock
are entitled to receive ratably any dividends that may be declared from time to time by the Board out of funds legally available
for that purpose. We do not anticipate paying any cash dividends on our common stock in the foreseeable future but intend to retain
our capital resources for reinvestment in our business. In the event of our liquidation, dissolution or winding up, the holders
of common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution
rights of preferred stock then outstanding. The common stock has no preemptive or conversion rights or other subscription rights.
There are no redemption or sinking fund provisions applicable to the common stock. The outstanding shares of common stock are
fully paid and non-assessable, and any shares of common stock to be issued upon an offering pursuant to this prospectus and the
related prospectus supplement will be fully paid and nonassessable upon issuance. To the extent that additional shares of our
common stock may be issued in the future, the relative interests of the then existing stockholders may be diluted
The
transfer agent and registrar for our common stock is Equity Stock Transfer. Its address is 237 West 37th Street, Suite 601, New
York, New York 10018. Our common stock is listed on the NASDAQ under the symbol “USAU.”
Preferred
Stock
The
Board is authorized, subject to any limitations prescribed by law, without further vote or action by the stockholders, to issue
from time to time shares of preferred stock in one or more series. Each such series of preferred stock shall have such number
of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as shall be
determined by the Board, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion
rights and preemptive rights. Issuance of preferred stock by our Board may result in such shares having dividend and/or liquidation
preferences senior to the rights of the holders of our common stock and could dilute the voting rights of the holders of our common
stock.
Prior
to the issuance of shares of each series of preferred stock, the Board is required by the the Nevada Revised Statutes and our
articles of incorporation to adopt resolutions and file a certificate of designation with the Secretary of State of the State
of Nevada. The certificate of designation fixes for each class or series the designations, powers, preferences, rights, qualifications,
limitations and restrictions, including, but not limited to, some or all of the following:
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number of shares constituting that series and the distinctive designation of that series, which number may be increased or
decreased (but not below the number of shares then outstanding) from time to time by action of the Board;
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the
dividend rate and the manner and frequency of payment of dividends on the shares of that series, whether dividends will be
cumulative, and, if so, from which date;
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whether
that series will have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting
rights;
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whether
that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision
for adjustment of the conversion rate in such events as the Board may determine;
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whether
or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption;
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whether
that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount
of such sinking fund;
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whether
or not the shares of the series will have priority over or be on a parity with or be junior to the shares of any other series
or class in any respect;
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the
rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the
corporation, and the relative rights or priority, if any, of payment of shares of that series; and
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any
other relative rights, preferences and limitations of that series.
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designated by our Board, each series of preferred stock may have specific financial and other terms that will be described in
a prospectus supplement. The description of the preferred stock that is set forth in any prospectus supplement is not complete
without reference to the documents that govern the preferred stock. These include our articles of incorporation and any certificates
of designation that our Board may adopt.
All
shares of preferred stock offered hereby will, when issued, be fully paid and nonassessable, including shares of preferred stock
issued upon the exercise of preferred stock warrants or subscription rights, if any.
Although
our Board has no intention at the present time of doing so, it could authorize the issuance of a series of preferred stock that
could, depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt.
Nevada
Anti-Takeover Law, Provisions of our Certificate of Incorporation and Bylaws
Anti-Takeover
Effects of Provisions of Nevada State Law
We
may be, or in the future we may become, subject to Nevada’s control share laws. A corporation is subject to Nevada’s
control share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada,
and if the corporation does business in Nevada, including through an affiliated corporation. This control share law may have the
effect of discouraging corporate takeovers. As of June 9, 2020, we have less than 100 stockholders of record who are residents
of Nevada.
The
control share law focuses on the acquisition of a “controlling interest,” which means the ownership of outstanding
voting shares that would be sufficient, but for the operation of the control share law, to enable the acquiring person to exercise
the following proportions of the voting power of the corporation in the election of directors: (1) one-fifth or more but less
than one-third; (2) one-third or more but less than a majority; or (3) a majority or more. The ability to exercise this voting
power may be direct or indirect, as well as individual or in association with others.
The
effect of the control share law is that an acquiring person, and those acting in association with that person, will obtain only
such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at
a special or annual meeting of stockholders. The control share law contemplates that voting rights will be considered only once
by the other stockholders. Thus, there is no authority to take away voting rights from the control shares of an acquiring person
once those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring
person, those shares do not become permanent non-voting shares. The acquiring person is free to sell the shares to others. If
the buyer or buyers of those shares themselves do not acquire a controlling interest, the shares are not governed by the control
share law.
If
control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of
the voting power, a stockholder of record, other than the acquiring person, who did not vote in favor of approval of voting rights,
is entitled to demand fair value for such stockholder’s shares.
In
addition to the control share law, Nevada has a business combination law, which prohibits certain business combinations between
Nevada publicly traded corporations and “interested stockholders” for two years after the interested stockholder first
becomes an interested stockholder, unless the corporation’s board of directors approves the combination in advance. For
purposes of Nevada law, an interested stockholder is any person who is: (a) the beneficial owner, directly or indirectly, of 10%
or more of the voting power of the outstanding voting shares of the corporation, or (b) an affiliate or associate of the corporation
and at any time within the previous two years was the beneficial owner, directly or indirectly, of 10% or more of the voting power
of the then-outstanding shares of the corporation. The definition of “business combination” contained in the statute
is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation’s
assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its
other stockholders.
The
effect of Nevada’s business combination law is to potentially discourage parties interested in taking control of the Company
from doing so if it cannot obtain the approval of our board of directors.
Articles
of Incorporation and Bylaws
Provisions
of our articles of incorporation, as amended, and amended and restated bylaws may delay or discourage transactions involving an
actual or potential change in our control or change in our management, including transactions in which stockholders might otherwise
receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests.
Therefore, these provisions could adversely affect the price of our common stock. Among other things, our articles of incorporation
and bylaws:
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permit
our Board to issue up to 50,000,000 shares of preferred stock, without further action by the stockholders, with any rights,
preferences and privileges as our Board may designate, including the right to approve an acquisition or other change in control;
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provide
that the authorized number of directors may be changed only by a resolution adopted by a majority of the whole Board;
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provide
that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative
vote of a majority of directors then in office, even if less than a quorum;
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do
not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled
to vote in any election of directors to elect all of the directors standing for election, if they should so choose);
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provide
that special meetings of our stockholders may be called only by (i) the Chairman of the Board, (ii) the Chief Executive Officer
or (iii) a resolution adopted by a majority of the whole Board;
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provide
that stockholders may alter, amend or repeal any section of our bylaws by an affirmative vote of the holders of at least sixty-six
and two-thirds (66 2/3%) of the outstanding voting power, voting together as a single class; and
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provide
advance notice provisions with which a stockholder who wishes to nominate a director or propose other business to be considered
at a stockholder meeting must comply.
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DESCRIPTION
OF WARRANTS
We
may issue warrants for the purchase of common stock or preferred stock in one or more series. We may issue warrants independently
or together with common stock or preferred stock, and the warrants may be attached to or separate from these securities.
We
will evidence each series of warrants by warrant certificates that we may issue under a separate agreement. We may enter into
a warrant agreement with a warrant agent. Each warrant agent may be a bank that we select which has its principal office in the
United States. We may also choose to act as our own warrant agent. We will indicate the name and address of any such warrant agent
in the applicable prospectus supplement relating to a particular series of warrants.
We
will describe in the applicable prospectus supplement the terms of the series of warrants, including:
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the
offering price and aggregate number of warrants offered;
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if
applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued
with each such security or each principal amount of such security;
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if
applicable, the date on and after which the warrants and the related securities will be separately transferable;
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in
the case of warrants to purchase common stock or preferred stock, the number or amount of shares of common stock or preferred
stock, as the case may be, purchasable upon the exercise of one warrant and the price at which and currency in which these
shares may be purchased upon such exercise;
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the
manner of exercise of the warrants, including any cashless exercise rights;
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the
warrant agreement under which the warrants will be issued;
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the
effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants;
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anti-dilution
provisions of the warrants, if any;
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the
terms of any rights to redeem or call the warrants;
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any
provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;
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the
dates on which the right to exercise the warrants will commence and expire or, if the warrants are not continuously exercisable
during that period, the specific date or dates on which the warrants will be exercisable;
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the
manner in which the warrant agreement and warrants may be modified;
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the
identities of the warrant agent and any calculation or other agent for the warrants;
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federal
income tax consequences of holding or exercising the warrants;
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the
terms of the securities issuable upon exercise of the warrants;
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any
securities exchange or quotation system on which the warrants or any securities deliverable upon exercise of the warrants may
be listed or quoted; and
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any
other specific terms, preferences, rights or limitations of or restrictions on the warrants.
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Before
exercising their warrants, holders of warrants may not have any of the rights of holders of the securities purchasable upon such
exercise, including, in the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if any,
or, payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.
Exercise
of Warrants
Each
warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise
price that we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement,
holders of the warrants may exercise the warrants at any time up to 5:00 P.M. eastern time, the close of business, on the expiration
date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised
warrants will become void.
Holders
of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together
with specified information, and paying the required exercise price by the methods provided in the applicable prospectus supplement.
We will set forth on the reverse side of the warrant certificate, and in the applicable prospectus supplement, the information
that the holder of the warrant will be required to deliver to the warrant agent.
Upon
receipt of the required payment and the warrant certificate properly completed and duly executed at the corporate trust office
of the warrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities
purchasable upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised, then we
will, if required by the terms of the warrant, issue a new warrant certificate for the remaining amount of warrants.
Enforceability
of Rights By Holders of Warrants
Any
warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship
of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue
of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement
or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us.
Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate
legal action the holder’s right to exercise, and receive the securities purchasable upon exercise of, its warrants in accordance
with their terms.
Warrant
Agreement Will Not Be Qualified Under Trust Indenture Act
No
warrant agreement will be qualified as an indenture, and no warrant agent will be required to qualify as a trustee, under the
Trust Indenture Act. Therefore, holders of warrants issued under a warrant agreement will not have the protection of the Trust
Indenture Act with respect to their warrants.
Governing
Law
Unless
we provide otherwise in the applicable prospectus supplement, each warrant agreement and any warrants issued under the warrant
agreements will be governed by New York law.
DESCRIPTION
OF UNITS
We
may issue units comprised of one or more of the other securities described in this prospectus or any prospectus supplement in
any combination. Each unit will be issued so that the holder of the unit is also the holder, with the rights and obligations of
a holder, of each security included in the unit. The unit agreement under which a unit is issued may provide that the securities
included in the unit may not be held or transferred separately, at any time or at any times before a specified date or upon the
occurrence of a specified event or occurrence.
The
applicable prospectus supplement will describe:
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the
designation and the terms of the units and of the securities comprising the units, including whether and under what circumstances
those securities may be held or transferred separately;
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any
unit agreement under which the units will be issued;
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any
provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units;
and
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whether
the units will be issued in fully registered or global form.
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PLAN
OF DISTRIBUTION
We
may sell the securities offered pursuant to this prospectus from time to time in one or more transactions, including, without
limitation:
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to
or through underwriters;
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through
broker-dealers (acting as agent or principal);
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through
agents;
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directly
by us to one or more purchasers (including our affiliates and stockholders), through a specific bidding or auction process,
a rights offering or otherwise;
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through
a combination of any such methods of sale; or
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through
any other methods described in a prospectus supplement or free writing prospectus.
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The
distribution of securities may be effected, from time to time, in one or more transactions, including:
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block
transactions (which may involve crosses) and transactions on the NASDAQ or any other organized market where the securities
may be traded;
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purchases
by a broker-dealer as principal and resale by the broker-dealer for its own account pursuant to a prospectus supplement or
free writing prospectus;
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ordinary
brokerage transactions and transactions in which a broker-dealer solicits purchasers;
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sales
“at the market” to or through a market maker or into an existing trading market, on an exchange or otherwise;
and
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sales
in other ways not involving market makers or established trading markets, including direct sales to purchasers.
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The
applicable prospectus supplement or free writing prospectus will describe the terms of the offering of the securities, including:
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the
name or names of any underwriters, if, and if required, any dealers or agents;
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the
purchase price of the securities and the proceeds we will receive from the sale;
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any
underwriting discounts and other items constituting underwriters’ compensation;
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any
discounts or concessions allowed or re-allowed or paid to dealers; and
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any
securities exchange or market on which the securities may be listed or traded.
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We
may distribute the securities from time to time in one or more transactions at:
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a
fixed price or prices, which may be changed;
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market
prices prevailing at the time of sale;
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prices
related to such prevailing market prices; or
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negotiated
prices.
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Only
underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.
If
underwriters are used in an offering, we will execute an underwriting agreement with such underwriters and will specify the name
of each underwriter and the terms of the transaction (including any underwriting discounts and other terms constituting compensation
of the underwriters and any dealers) in a prospectus supplement or free writing prospectus. The securities may be offered to the
public either through underwriting syndicates represented by managing underwriters or directly by one or more investment banking
firms or others, as designated. If an underwriting syndicate is used, the managing underwriter(s) will be specified on the cover
of the prospectus supplement. If underwriters are used in the sale, the offered securities will be acquired by the underwriters
for their own accounts and may be resold from time to time in one or more transactions, including negotiated transactions, at
a fixed public offering price or at varying prices determined at the time of sale. Any public offering price and any discounts
or concessions allowed or re-allowed or paid to dealers may be changed from time to time. Unless otherwise set forth in the prospectus
supplement or free writing prospectus, the obligations of the underwriters to purchase the offered securities will be subject
to conditions precedent, and the underwriters will be obligated to purchase all of the offered securities, if any are purchased.
We
may grant to the underwriters options to purchase additional securities to cover over-allotments, if any, at the public offering
price, with additional underwriting commissions or discounts, as may be set forth in a related prospectus supplement or free writing
prospectus. The terms of any over-allotment option will be set forth in the prospectus supplement or free writing prospectus for
those securities.
If
a dealer is used in the sale of the securities, we, or an underwriter, will sell the securities to the dealer, as principal. The
dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. To
the extent required, we will set forth in the prospectus supplement, document incorporated by reference or free writing prospectus,
as applicable, the name of the dealer and the terms of the transactions.
We
may sell the securities directly or through agents we designate from time to time. We will name any agent involved in the offering
and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement.
We
may authorize agents or underwriters to solicit offers by institutional investors to purchase securities from us at the public
offering price set forth in the prospectus supplement or free writing prospectus pursuant to delayed delivery contracts providing
for payment and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions
we must pay for solicitation of these contracts in the prospectus supplement or free writing prospectus.
In
connection with the sale of the securities, underwriters, dealers or agents may receive compensation from us or from purchasers
of the securities for whom they act as agents, in the form of discounts, concessions or commissions. Underwriters may sell the
securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions
from the underwriters or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that
participate in the distribution of the securities, and any institutional investors or others that purchase securities directly
for the purpose of resale or distribution, may be deemed to be underwriters, and any discounts or commissions received by them
from us and any profit on the resale of the common stock by them may be deemed to be underwriting discounts and commissions under
the Securities Act. No FINRA member firm may receive compensation in excess of that allowable under FINRA rules, including Rule
5110, in connection with the offering of the securities.
We
may provide agents, underwriters and other purchasers with indemnification against particular civil liabilities, including liabilities
under the Securities Act, or contribution with respect to payments that the agents, underwriters or other purchasers may make
with respect to such liabilities. Agents and underwriters may engage in transactions with, or perform services for, us in the
ordinary course of business.
To
facilitate the public offering of a series of securities, persons participating in the offering may engage in transactions in
accordance with Regulation M under the Exchange Act that stabilize, maintain, or otherwise affect the market price of the securities.
This may include over-allotments or short sales of the securities, which involves the sale by persons participating in the offering
of more securities than have been sold to them by us. In addition, those persons may stabilize or maintain the price of the securities
by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to
underwriters or dealers participating in any such offering may be reclaimed if securities sold by them are repurchased in connection
with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities
at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at
any time. We make no representation or prediction as to the direction or magnitude of any effect that the transactions described
above, if implemented, may have on the price of our securities.
Unless
otherwise specified in the applicable prospectus supplement or free writing prospectus, any common stock sold pursuant to a prospectus
supplement will be eligible for trading as listed on The NASDAQ. Any underwriters who are qualified market makers to whom securities
are sold by us for public offering and sale may make a market in the securities in accordance with Rule 103 of Regulation M, but
such underwriters will not be obligated to do so and may discontinue any market making at any time without notice.
In
order to comply with the securities laws of some states, if applicable, the securities offered pursuant to this prospectus will
be sold in those states only through registered or licensed brokers or dealers. In addition, in some states securities may not
be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or
qualification requirement is available and complied with.
So
long as the aggregate market value of our voting and non-voting common equity held by non-affiliates is less than $75,000,000
and so long as required by the rules of the SEC, the amount of securities we may offer hereunder will be limited such that the
aggregate market value of securities sold by us during a period of 12 calendar months cannot exceed one-third of the aggregate
market value of the voting and non-voting common equity held by non-affiliates.
To
the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution.
LEGAL
MATTERS
The
validity of the securities offered by this prospectus will be passed upon by Ballard Spahr LLP, Las Vegas, Nevada.
EXPERTS
The
consolidated financial statements of U.S. Gold Corp. and subsidiaries as of and for the year ended April 30, 2019, incorporated
herein by reference (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern),
have been audited by KBL LLP, independent registered public accounting firm, as set forth in their report, and are incorporated
by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
The
consolidated financial statements of U.S. Gold Corp. and subsidiaries as of and for the year ended April 30, 2018, incorporated
herein by reference, have been audited by Marcum LLP, independent registered public accounting firm, as set forth in their report,
and are incorporated by reference in reliance upon such report given on the authority of such firm as experts in accounting and
auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith
file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission.
The Securities and Exchange Commission maintains a website that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Securities and Exchange Commission. The address of the Securities and
Exchange Commission’s website is www.sec.gov.
We
make available free of charge on or through our website at www.usgoldcorp.gold/, our Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material
with or otherwise furnish it to the Securities and Exchange Commission.
We
have filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended,
relating to the offering of these securities. The registration statement, including the attached exhibits, contains additional
relevant information about us and the securities. This prospectus does not contain all of the information set forth in the registration
statement. You can obtain a copy of the registration statement for free at www.sec.gov. The registration statement and the documents
referred to below under “Incorporation of Certain Information By Reference” are also available on our website, www.usgoldcorp.gold/.
We
have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a
part of this prospectus.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
Securities and Exchange Commission allows us to “incorporate by reference” the information we have filed with it,
which means that we can disclose important information to you by referring you to those documents. The information we incorporate
by reference is an important part of this prospectus, and later information that we file with the Securities and Exchange Commission
will automatically update and supersede this information. We incorporate by reference the documents listed below and any future
documents (excluding information furnished pursuant to Items 2.02 and 7.01 of Form 8-K) we file with the Securities and Exchange
Commission pursuant to Sections l3(a), l3(c), 14 or l5(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date of this prospectus and prior to the termination of the offering:
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Our
Annual Report on Form 10-K for the fiscal year ended April 30, 2019, filed with the Securities and Exchange Commission on
July 26, 2019;
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the
information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended April 30, 2019 from
our definitive proxy statement on Schedule 14A filed with the SEC on August 15, 2019;
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our
Quarterly Reports on Form 10-Q for the quarterly periods ended the quarterly periods ended July 31, 2019, October 31, 2019
and January 31, 2020, filed with the Securities and Exchange Commission on September 16, 2019, December 16, 2019 and March
12, 2020, respectively;
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Our
Current Reports on Form 8-K filed with the SEC on May 3, 2019, June 20, 2019 (amended by Form 8-K/A filed on June 25, 2019),
July 3, 2019, July 26, 2019, August 30, 2019, September 11, 2019, September 24, 2019, September 30, 2019, October 30, 2019,
November 12, 2019, November 21, 2019, March 20, 2020, March 24, 2020, March 30, 2020, March 31, 2020, April 3, 2020 and April
7, 2020; and
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the
description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on January 27, 2000,
including any amendment or reports filed for the purpose of updating such description.
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All
filings filed by us pursuant to the Securities Exchange Act of 1934, as amended, after the date of the initial filing of this
registration statement and prior to the effectiveness of such registration statement (excluding information furnished pursuant
to Items 2.02 and 7.01 of Form 8-K) shall also be deemed to be incorporated by reference into the prospectus.
You
should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else
to provide you with different information. Any statement contained in a document incorporated by reference into this prospectus
will be deemed to be modified or superseded for the purposes of this prospectus to the extent that a later statement contained
in this prospectus or in any other document incorporated by reference into this prospectus modifies or supersedes the earlier
statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part
of this prospectus. You should not assume that the information in this prospectus is accurate as of any date other than the date
of this prospectus or the date of the documents incorporated by reference in this prospectus.
We
will provide without charge to each person to whom a copy of this prospectus is delivered, upon written or oral request, a copy
of any or all of the reports or documents that have been incorporated by reference in this prospectus but not delivered with this
prospectus (other than an exhibit to these filings, unless we have specifically incorporated that exhibit by reference in this
prospectus). Any such request should be addressed to us at:
U.S.
Gold Corp.
Attention:
Corporate Secretary
1910
E. Idaho Street, Suite 102-Box 604
Elko,
NV 89801
(800)
557-4550
You
may also access the documents incorporated by reference in this prospectus through our website at www.usgoldcorp.gold/. Except
for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be
incorporated in this prospectus or the registration statement of which it forms a part.
914,136
Shares
Common
Stock
PROSPECTUS
SUPPLEMENT
The
date of this prospectus supplement is January 28, 2021
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