USAU 10-K & 10-Q changes, risk factors and insider trading
U.s. Gold Corp. · Nasdaq · Metal Mining · CIK 27093 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our management concluded that our disclosure controls and procedures were not effective as of April 30, 2025 due to the late filing of the Company’s Amendment No. 1 to its Form 10-K for the fiscal year ended April 30, 2025, which disclosed the Form 10-K Part III information. Failure to maintain effective disclosure controls and procedures could have a material adverse effect on our results of operations and financial condition.”
New heading “We will require substantial external financing to develop the CK Gold Project, and there is no assurance that such financing will be available on acceptable terms or at all. Failure to secure project financing could result in indefinite delay or abandonment of the Project.”
New heading “The Industrial Siting Permit for the CK Gold Project is subject to an expiration deadline, and our failure to demonstrate adequate project financing and resume construction before that deadline could result in the loss of this key permit and materially delay or prevent development of the project.”
New heading “Certain shares sold under the Controlled Equity OfferingSM Sales Agreement, dated June 9, 2025, with Cantor Fitzgerald & Co. (the “Sales Agreement”) may trigger certain potential rights, claims and other penalties.”
Removed heading “We will require significant additional capital to fund our business plan.”
Removed heading “Our activities may be adversely affected by unforeseeable and unquantifiable health risks, 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.”
Largest changes
“We became aware that we failed to timely file an amendment to the our Annual Report on Form 10-K for the fiscal year ended April 30, 2025 to include the information required by, and not included in, Part III of such filing because we did not file our definitive proxy statement within 120 days of the end of our fiscal year ended April 30, 2025. As a result, we concluded we were not eligible to use our registration statement on Form S-3 (File No. 333-286946) (the “Registration Statement”) for certain isolated sales under the Sales Agreement. …”see in full comparison
“Certain shares sold under the Controlled Equity OfferingSM Sales Agreement, dated June 9, 2025, with Cantor Fitzgerald & Co. (the “Sales Agreement”) may trigger certain potential rights, claims and other penalties.”see in full comparison
“Our management concluded that our disclosure controls and procedures were not effective as of April 30, 2025 due to the late filing of the Company’s Amendment No. 1 to its Form 10-K for the fiscal year ended April 30, 2025, which disclosed the Form 10-K Part III information. Failure to maintain effective disclosure controls and procedures could have a material adverse effect on our results of operations and financial condition.”see in full comparison
“Our activities may be adversely affected by unforeseeable and unquantifiable health risks, 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.”see in full comparison
“Our management concluded that our disclosure controls and procedures were not effective as of April 30, 2025, due to the late filing of this Amendment to disclose the Part III information. The Company has taken steps to remediate this ineffectiveness of its disclosure controls and procedures and has determined that its disclosure controls and procedures were effective as of April 30, 2026. Nevertheless, the Company cannot be certain that the steps taken to remediate the ineffectiveness will prevent future issues from occurring with the Company’s disclosure controls and procedures. …”see in full comparison
“The Industrial Siting Permit for the CK Gold Project is subject to an expiration deadline, and our failure to demonstrate adequate project financing and resume construction before that deadline could result in the loss of this key permit and materially delay or prevent development of the project.”see in full comparison
Full comparison: every changed paragraph (26)
Our management concluded that our disclosure controls and procedures were not effective as of April 30, 2025 due to the late filing of the Company’s Amendment No. 1 to its Form 10-K for the fiscal year ended April 30, 2025, which disclosed the Form 10-K Part III information. Failure to maintain effective disclosure controls and procedures could have a material adverse effect on our results of operations and financial condition.
As a public reporting company, we are required to establish and evaluate our disclosure controls and procedures, which are our controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms.
Our management concluded that our disclosure controls and procedures were not effective as of April 30, 2025, due to the late filing of this Amendment to disclose the Part III information. The Company has taken steps to remediate this ineffectiveness of its disclosure controls and procedures and has determined that its disclosure controls and procedures were effective as of April 30, 2026. Nevertheless, the Company cannot be certain that the steps taken to remediate the ineffectiveness will prevent future issues from occurring with the Company’s disclosure controls and procedures. If additional issues with our disclosure controls and procedures occur, our ability to accurately and timely report our financial results could be impaired, which could result in additional late filings of our annual and quarterly reports under the Exchange Act, a decline in our stock price, suspension or delisting of our common stock from The Nasdaq Stock Market LLC (the “NASDAQ”), and have an adverse effect on our business, financial condition and results of operations.
To
date, we have earned no revenues and have incurred accumulated net losses of $93.4$110.6 million. We have limited financial resources. As
of of
April 30, 2025,2026, we had cash and cash equivalents of $8.2$30.7 million and working capital of $8.0$31.6 million. Therefore, our continuation
as as
a going concern is dependent upon our achieving a future financingfinancings or a strategic transaction. However, there is no assurance that
we will
be successful pursuing a financing or a strategic transaction. Accordingly, there is substantial doubt as to whether our existing
cash cash
resources and working capital are sufficient to enable us to continue our operations for the next 12 months as a going concern.
Ultimately, Ultimately,
in the event that we cannot obtain additional financial resources, or achieve profitable operations, we may have to liquidate
our business
interests and investors may lose their investment. The accompanying consolidated financial statements have been prepared
assuming that
our company will continue as a going concern. Continued operations are dependent on our ability to obtain additional financial
resources resources
or generate profitable operations. Such additional financial resources may not be available or may not be available on reasonable
terms. terms.
Our consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. Such
adjustments adjustments
could be material.
We will require substantial external financing to develop the CK Gold Project, and there is no assurance that such financing will be available on acceptable terms or at all. Failure to secure project financing could result in indefinite delay or abandonment of the Project.
The Feasibility Study for the CK Gold Project estimates total initial capital costs of approximately $394 million (excluding $28 million of pre-production owner’s costs), which significantly exceeds our current financial resources. We will need to raise substantial additional capital through one or more financing transactions — which may include debt financing, equity financing, royalty or streaming arrangements, project-level financing, joint ventures, or a combination thereof — in order to fund construction and bring the project into production.
Our ability to secure project financing is subject to significant uncertainty and depends on a number of factors that are largely outside our control, including:
Even if we are able to secure project financing, the terms of such financing may be highly dilutive to existing stockholders, impose significant restrictions on our operations, or require us to grant security interests over our material assets, including the CK Gold Project. Any inability to secure financing on acceptable terms, or at all, would have a material adverse effect on our business, results of operations, financial condition, and the value of our common stock, and could result in the indefinite delay or permanent abandonment of the CK Gold Project.
We
will require significant additional capital to fund our business plan.
We
will be required to expend significant funds to continue exploration and if warranted, develop our existing exploration properties and
to identify and acquire additional properties to diversify our properties portfolio. We have spent and will be required to continue to
expend significant amounts of capital for drilling, geological and geochemical analysis, assaying and feasibility studies with regard
to the results of our exploration. We may not benefit from some of these investments if we are unable to identify any commercially exploitable
mineralized material.
Our
ability to obtain necessary funding for these purposes, in turn, depends upon a number of factors, including the status of the national
and worldwide economy and the price of gold and copper. We may not be successful in obtaining the required financing or, if we can obtain
such financing, such financing may not be on terms that are favorable to us. Failure to obtain such additional financing could result
in delay or indefinite postponement of further exploration operations, development activities and the possible partial or total loss
of our potential interest in our properties.
The Industrial Siting Permit for the CK Gold Project is subject to an expiration deadline, and our failure to demonstrate adequate project financing and resume construction before that deadline could result in the loss of this key permit and materially delay or prevent development of the project.
In June 2023, we received an ISP from the Wyoming Department of Environmental Quality Industrial Siting Division authorizing the construction of the CK Gold Project. Construction activities were initiated in 2025 but were paused in January 2026 pending the demonstration of full project financing adequacy. At a May 2026 hearing, the Industrial Siting Commission approved an extension of the ISP through June 2027.
The extended ISP will expire if construction does not resume and continue in a manner consistent with the permit conditions prior to June 2027. There is no assurance that we will be able to secure project financing, satisfy the conditions of the ISP, and resume construction before the ISP expires. If the ISP expires, we would be required to reapply for a new industrial siting permit, which would involve a new application, public notification process, environmental and socioeconomic impact review, and public hearing before the Industrial Siting Commission.
The loss of the ISP would constitute a significant setback for the development of the CK Gold Project and could:
Our
activities may be adversely affected by unforeseeable and unquantifiable health risks, 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.
The
risks we face related to contagious disease, or policies implemented by governments to protect against the spread of a disease, are unforeseeable
and unquantifiable by us. We, or our people, investors, contractors or stakeholders, may be prevented from free cross-border travel or
normal attendance to activities in conducting Company business at trade shows, presentations, meetings or other activities meant to promote
or execute our business strategy and transactions. We may be prevented from receiving goods or services from contractors. Decisions beyond
our control, such as canceled events, restricted travel, barriers to entry or other factors 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.
We
use a variety of outsourced contractors to execute our exploration programs. Drilling contractors need to be able to access our projects
and ensure social distancing recommended safety standards. While our contractors are currently able to access our projects, there can
be no assurances that this access will continue if subsequent waves of the infection or variant strains appear.
As
an exploration and development company with no revenues, we are reliant on constantly raising additional capital to fund our 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. There are no assurances we will be able to raise additional capital on favorable terms in the foreseeable future.
Exploration
activities usually require the granting of permits from various governmental agencies. For example, exploration drilling on unpatented
mineral claims requires a permit to be obtained from the United StatesUS BLM, which may take several months or longer to grant the requested permit.
permit. Depending on the size, location and scope of the exploration program, additional permits may also be required before exploration activities
activities can be undertaken. Prehistoric or Native American graveyards, threatened or endangered species, archeological sites or the possibility
possibility thereof, difficult access, excessive dust and important nearby water resources may all result in the need for additional
permits before
exploration activities can commence. As with all permitting processes, there is the risk that unexpected delays and excessive
costs may
be experienced in obtaining required permits. The needed permits may not be granted at all. Delays in or our inability to obtain necessary
necessary permits will result in unanticipated costs, which may result in serious adverse effects upon our business.
Certain shares sold under the Controlled Equity OfferingSM Sales Agreement, dated June 9, 2025, with Cantor Fitzgerald & Co. (the “Sales Agreement”) may trigger certain potential rights, claims and other penalties.
We became aware that we failed to timely file an amendment to the our Annual Report on Form 10-K for the fiscal year ended April 30, 2025 to include the information required by, and not included in, Part III of such filing because we did not file our definitive proxy statement within 120 days of the end of our fiscal year ended April 30, 2025. As a result, we concluded we were not eligible to use our registration statement on Form S-3 (File No. 333-286946) (the “Registration Statement”) for certain isolated sales under the Sales Agreement. Prior to becoming aware of this matter, we sold an aggregate of 38,541 shares of our common stock in two sales on August 27, 2025, and September 2, 2025 (the “Sales”), representing approximately $525,000 in the aggregate, under the Registration Statement pursuant to the Sales Agreement. On the days traded, these sales represented 2.5% and 8.5%, respectively, of the daily trading volume of our common stock on the Nasdaq. Because we were not eligible to use the Registration Statement at the time the Sales were made, the Sales may not have been made in accordance with the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Accordingly, the purchasers of those securities may have certain rights or could be entitled to damages for losses suffered, if any. In addition, we could become subject to enforcement actions or penalties and fines by federal and state regulatory authorities related to such sales. We also agreed to provide Cantor Fitzgerald & Co. with certain indemnification rights under the Sales Agreement. We cannot predict the likelihood of any claims or actions being brought against us or the amount of any penalties or fines in connection with the Sales. Any such claims, actions, penalties or fines could have a material adverse effect on our stock price, results of operations and financial condition.
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. These market fluctuations may also materially and adversely affect the market price of
our common stock. As a result, youshareholders may be unable to resell yourtheir shares of our common stock at a desired price.
Although
our common stock is currently quotedlisted on NASDAQ, there is limited trading activity. We can give no assurance that an active market will
develop, or if developed, that it will be sustained. If an investor acquires shares of our common stock, the investor may not be able
to liquidate our shares should there be a need or desire to do so. There can be no assurance that there will be an active market for
our shares of common stock either now or in the future. The market liquidity of our common stock is limited and may be dependent on the
market perception of our business, among other things. We may, in the future, take certain steps, including utilizing investor awareness
campaigns, press releases, road shows and conferences to increase awareness of our business and any steps that we might take to bring
us to the awareness of investors may require we compensate consultants with cash and/or stock. There can be no assurance that there will
be any awareness generated or the results of any efforts will result in any impact on our trading volume. Consequently, investors may
not be able to liquidate their investment or liquidate it at a price that reflects the value of the business and trading may be at an
inflated price relative to our performance due to, among other things, availability of sellers of our shares. If a market should develop,
the price may be highly volatile. Because there may be a low price for our shares of common stock, many brokerage firms or clearing firms
may not be willing to effect transactions in the securities or accept our shares for deposit in an account. Even if an investor finds
a broker willing to effect a transaction in the shares of our common stock, the combination of brokerage commissions, transfer fees,
taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of
low-priced shares of common stock as collateral for any loans.
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.
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.
Management's Discussion & Analysis (MD&A)
New heading “Mineral Property Activities”
Largest changes
“Total operating expenses for the fiscal year ended April 30, 2025, as compared to the fiscal year ended April 30, 2024, were approximately $13,006,000 and $7,257,000, respectively. …”see in full comparison
“On April 28, 2025, we held our annual meeting of stockholders. At that meeting, among other matters, shareholders re-elected to our Board the five incumbent Directors: Mr. Norman, Mr. Bee, Mr. Schafer, Mr. Waldkirch and Ms. Fipke. Each of the elected Directors will hold office until the next meeting of stockholders and until their successors are named and qualified or until their earlier resignation or removal. The stockholders also ratified the appointment of our audit firm for our fiscal year ended April 30, 2025. …”see in full comparison
“Net cash used in operating activities totaled approximately $9,872,000 and $7,076,000 for the fiscal years ended April 30, 2025 and 2024, respectively. …”see in full comparison
“During the fiscal year ended April 30, 2025, we focused primarily on advancing our CK Gold Project in Wyoming with the final approval of our surface gold mine permit (mine operation and reclamation plan (“MOP”)) which was conditionally approved in April 2024, subject to three conditions, which were all satisfied between June 2024 and November 2024, released a revised prefeasibility study in February 2025 and continued engineering studies towards the completion of a feasibility study. …”see in full comparison
We account for the warrants issued in March 2022 and April 2023, respectively, in accordance with the guidance contained in ASC 815 “Derivatives and Hedging” whereby under that provision these warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, wesee in full comparisonclassifyclassified these warrant instruments as liabilities and recorded them at fairvaluevalue, as determined by using a Monte Carlo simulation model, at the time they were granted, andadjustsadjusted the instruments to fair value at the end of each reporting period.ThisIn May 2025, all then-outstanding warrants that qualified for liabilityistreatmentre-measuredwereatexercised.eachAccordingly, the then-fair market value of the warrant liability was reclassified to Additional Paid-In Capital, and the remaining balancesheet date untilof thewarrantswarrantyareliability wasexercisedremoved,or expire, and any changeresulting infairavalue$1,495,000willgain,beasrecognizedpresentedinon our consolidated statement ofoperations.operationsTheforfairthevalueyearofendedtheseAprilwarrants30,is estimated using a Monte Carlo simulation model. Such warrant classification is also subject to re-evaluation at each reporting period.2026.
Full comparison: every changed paragraph (25)
During
the fiscal year ended April 30, 2025, we focused primarily on advancing our CK Gold Project in Wyoming with the final approval of our
surface gold mine permit (mine operation and reclamation plan (“MOP”)) which was conditionally approved in April 2024, subject
to three conditions, which were all satisfied between June 2024 and November 2024, released a revised prefeasibility study in February
2025 and continued engineering studies towards the completion of a feasibility study. We continue to enhance our understanding of the
Keystone Project deposit in Nevada and worked towards the filing of an exploration Plan of Operation on our Challis Gold Project in Idaho.
Management focused on investor relations and awareness, resulting in the completion of an equity financing in December 2024.
Mineral Property Activities
During the fiscal year ended April 30, 2026, we continued engineering studies towards the completion of a feasibility study for our CK Gold Project. We continued to enhance our understanding of the Keystone Project deposit in Nevada. Specifically:
CK
Gold Project, Wyoming
In December 2025, we announced that we closed a private placement of 1,922,159 shares of our common stock at a price of $16.25 per share (the “Offering Shares”) and warrants to purchase 961,077 shares of our common stock at an exercise price of $23.00 per share (the “Warrants”), pursuant to a securities purchase agreement entered into with certain investors, resulting in total gross proceeds of approximately $31.2 million. The Warrants are immediately exercisable and will expire two years after the initial issuance date. Pricing of the Offering Shares was set based on the close price of our common shares on Monday, December 15, 2025, of $16.91, representing an approximate 4% discount to the close price.
On
November 27, 2024, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional
and accredited investors in connection with a registered direct offering of 1,457,700 shares of our common stock at a price of $7.00
per share and warrants to purchase 728,850 shares of our common stock at an exercise price of $9.50 per share (the “Registered
Offering”). The warrants are exercisable on May 27, 2025 and will expire on November 27, 2027. The aggregate gross proceeds of
the Registered Offering was approximately $10.2 million. The closing of the Registered Offering occurred on December 6, 2024.
On April 27, 2026, we held our annual meeting of stockholders. At that meeting:
We currently plan to return to a more normalized schedule for our annual meeting of stockholders. Accordingly, we anticipate that the next annual meeting of stockholders will be held on October 13, 2026.
On
April 28, 2025, we held our annual meeting of stockholders. At that meeting, among other matters, shareholders re-elected to our Board
the five incumbent Directors: Mr. Norman, Mr. Bee, Mr. Schafer, Mr. Waldkirch and Ms. Fipke. Each of the elected Directors will hold
office until the next meeting of stockholders and until their successors are named and qualified or until their earlier resignation or
removal. The stockholders also ratified the appointment of our audit firm for our fiscal year ended April 30, 2025. The stockholders
also approved, by a non-binding advisory vote, the compensation of our named executive officers. Lastly, the stockholders also approved,
by a non-binding advisory vote, the frequency of future advisory votes on the compensation of our named executive officers. Based on
these results and consistent with our recommendation, our Board has determined that we will conduct future advisory votes on the compensation
of our named executive officers every three years. This policy will remain in effect until the next stockholder vote on the frequency
of advisory votes on executive compensation, which is expected to occur at our 2031 annual meeting of stockholders.
Total operating expenses for the fiscal year ended April 30, 2026, as compared to the fiscal year ended April 30, 2025, were approximately $19,000,000 and $13,006,000, respectively. The year-over-year increase of approximately $5,994,000 increase in operating expenses for the fiscal year ended April 30, 2026, as compared to the fiscal year ended April 30, 2025, is primarily comprised of the following:
Total
operating expenses for the fiscal year ended April 30, 2025, as compared to the fiscal year ended April 30, 2024, were approximately
$13,006,000 and $7,257,000, respectively. The approximate $5,749,000 increase in operating expenses for the fiscal year ended April 30,
2025, as compared to the fiscal year ended April 30, 2024, is comprised of (i) an increase in compensation of approximately $842,000
primarily due to an increase in stock-based compensation related to RSUs, DSUs and stock option grants to officers and employees during
the year ended April 30, 2025 and annual bonus payments, (ii) an increase of approximately $951,000 in exploration expenses on our mineral
properties due to the increase in exploration activities and related consulting expenses at our CK Gold property, (iii) an increase in
professional and consulting fees of approximately $1,471,000 primarily due to an increase in general strategic, permitting and engineering
studies and consulting services of approximately $1,012,000, an increase in stock-based consulting expenses of approximately $256,000,
and an increase in director fees, including stock-based director fees, of approximately $618,000, offset by a decrease in legal fees
of approximately $4,000, a decrease in investor relation fees of approximately $337,000 and a decrease in accounting fees of approximately
$74,000 and (iv) an increase in general and administrative expenses of approximately $2,484,000 due primarily to an increase in advertising
expenses of approximately $2,175,000 and insurance expenses of approximately $244,000.
We
reported other income (loss) of approximately $1,792,000 and ($7,554,000) and $360,000 for the fiscal years ended April 30, 20252026, and 2024,2025, respectively.
We reported a gain (loss) from change in fair value of warrant liability of approximately $1,495,000 and ($7,714,000) and $314,000 for the fiscal
years ended April 30,
2025 2026, and 2024,2025, respectively. We reported interest income and gainother from settlement of asset retirement obligationincome of approximately $161,000
$281,000 and $0, $16,000,
respectively, for the fiscal year ended April 30, 2025,2026, as compared to approximately $40,000$161,000 and $6,000,$0, respectively, during
the fiscal
year ended April 30, 2024.2025. The year-over-year increase in interest income is the direct result of having a higher cash balance during
the last four months of the most recently completed fiscal year.
We
reportedrecognized a net loss of approximately $20,559,000$17,208,000 and $6,897,000$20,559,000 for the fiscal years ended April 30, 20252026, and 2024,2025, respectively.
The
following table summarizes total current assets, liabilities and working capital atas of April 30, 2025,2026, compared to April 30, 2024,2025, and
the the
changes between those periods:
As
of April 30, 2025, we had working capital of $8,015,445, as compared to working capital of $6,070,321 as of April 30, 2024, an increase
of $1,945,124.
We
are obligated to file annual, quarterly and current reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).Act. In addition, the Sarbanes-Oxley
Act of 2002 (“Sarbanes-Oxley”) and the rules subsequently
implemented by the SEC and the Public Company Accounting Oversight
Board have imposed various requirements on public companies, including
requiring changes in corporate governance practices. We expect
to spend between $175,000 and $250,000 inon legal and accounting expenses
annually to comply with our reporting obligations and Sarbanes-Oxley.
These costs could negatively affect profitability and our results of operations.
Our
consolidated financial statements are prepared using the accrual method of accounting in accordance with U.S. GAAP and have been prepared
assuming that we will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities in
the normal course of business. For the fiscal years ended April 30, 20252026, and 2024,2025, we incurred net losses in the amounts of approximately $17,208,000
$20,559,000 and $6,897,000,$20,559,000, respectively. For the fiscal year ended April 30, 2025,2026, cash used in operating activities was approximately $18,213,000.
$9,872,000. As of April 30, 2025,2026, we had cash of approximately $8,169,000,$30,655,000, working capital of approximately $8,015,000,$31,576,000, and an accumulated deficit
deficit of approximately $93,407,000.$110,615,000. Our primary source of operating funds since inception has been equity financing. As of April 30, 2026,
2025, we may have sufficient cash to fund our corporate activities, general and administrative costs, and currently undertakencurrent project related activities
activities related to permitting and engineering studies over the next twelve months. However, in order to advance any of our projects
past to the aforementioned objectives,developmental
stage, we do not have sufficient cash and will need to raise additional funds. These matters raise substantial
doubt about our ability
to continue as a going concern for the twelve months following the issuance of these financial statements.
Net cash used in operating activities totaled approximately $18,213,000 and $9,872,000 for the fiscal years ended April 30, 2026, and 2025, respectively, an increase of approximately $8,341,000. The increase is primarily due to higher operating expenses, as discussed above, as well as year-over-year increases in (i) prepaid expenses and other current assets of approximately $1,036,000, (ii) an increase in accounts payable and accrued liabilities of approximately $468,000, (iii) additional reclamation bond deposits of approximately $148,000, and (iv) the settlement of stock payable liabilities during the current year.
Net
cash used in operating activities totaled approximately $9,872,000 and $7,076,000 for the fiscal years ended April 30, 2025 and 2024,
respectively. Net cash used in operating activities during the fiscal year ended April 30, 2025, increased primarily due to the (i) increase
in net loss of approximately $13,662,000 as compared to the fiscal year ended April 30, 2024, (ii) increase in non-cash items of approximately
$9,385,000 as compared to the fiscal year ended April 30, 2024 primarily due to the change in fair value of warrant liability and stock-based
compensation and (iii) decrease in changes in operating assets and liabilities of approximately $1,481,000 as compared to the fiscal
year ended April 30, 2024 primarily due to changes in prepaid expenses and other current assets, reclamation bond deposit, and changes
in accounts payable and accrued liabilities.
Net
cash used in investing activities during the year fiscal ended April 30, 20252026 was approximately $1,927,000 and relates primarily to the
purchase of land and a building adjacent to the CK Gold Project, located in Cheyenne, Wyoming, as compared to $6,000 for the purchase
of property and
equipment as compared to $0 during the fiscal year ended April 30, 2024.2025.
Net cash provided by financing activities totaled approximately $42,627,000 and $12,473,000 for the fiscal years ended April 30, 2026, and 2025. The current year cash provided by financing activities consisted primarily of proceeds from the December 2025 sale of common stock of approximately $31,695,000, net of offering costs, as well as proceeds from the exercise of warrants and stock options of approximately $10,857,000 and $75,000, respectively.
Net
cash provided by financing activities totaled approximately $12,473,000 for the fiscal year ended April 30, 20252025, consisted primarily dueof toproceeds from the
sale of our common
stock and warrants forof approximately $10,146,000 in December 2024, net of offering costscosts, and proceeds received from
the exercise of stock
warrants of approximately $2,327,000. Net cash provided by financing activities totaled approximately $4,828,000
for the fiscal year ended April 30, 2024 due to the sale of our common stock and warrants for approximately $4,828,000 in April
2024, net of offering costs.
Costs
of leasing, exploring, carrying and retaining unproven mineral lease properties are expensed as incurred. We expense all mineral exploration
costs as incurred. Where we have identified proven
and probable mineral reserves on any of our properties, development costs will be
capitalized when all the following criteria have been
met, a) we receive the requisite operating permits, b) completion of a favorable
Feasibility Study and c) approval from our Board authorizing
the development of the ore body. Until such time when all these criteria have
been met, we recordwill pre-development costscontinue to expense all exploration and
pre-development costs as incurred.
LeasesBy
rule, leases to explore for or use of natural resources are outside the scope of ASC 842, “Leases”.
We
account for the warrants issued in March 2022 and April 2023, respectively, in accordance with the guidance contained in ASC 815 “Derivatives
and Hedging” whereby under that provision these warrants do not meet the criteria for equity treatment and must be recorded as
a liability. Accordingly, we classifyclassified these warrant instruments as liabilities and recorded them at fair valuevalue, as determined by using
a Monte Carlo simulation model, at the time they were granted, and adjustsadjusted the instruments to fair value
at the end of each reporting
period. ThisIn May 2025, all then-outstanding warrants that qualified for liability istreatment re-measuredwere atexercised. eachAccordingly, the then-fair
market value of the warrant liability was reclassified to Additional Paid-In Capital, and the remaining balance sheet date untilof the warrantswarranty areliability
was exercisedremoved, or expire, and any
changeresulting in faira value$1,495,000 willgain, beas recognizedpresented inon our consolidated statement of operations.operations Thefor fairthe valueyear ofended theseApril warrants30, is estimated using a Monte Carlo
simulation model. Such warrant classification is also subject to re-evaluation at each reporting period.2026.
What changed in the latest 10-Q
Risk Factors
As a smaller reporting company, we are not required to include disclosure under this item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Results of Operations for the three-month periods ended July 31, 2026 versus 2025”
Removed heading “Results of Operations”
Removed heading “Cash Used in Investing Activities”
Largest changes
“Results of Operations for the three-month periods ended July 31, 2026 versus 2025”see in full comparison
“We intend to continue pursuing additional sources of capital, which may include debt financing, equity financing, royalty or streaming arrangements, project-level financing, joint ventures, or a combination thereof. There can be no assurance that additional financing will be available on acceptable terms, or at all. If we are unable to obtain additional financing or otherwise improve our liquidity, we may be required to significantly reduce operating expenditures, delay or abandon our projects, restructure obligations or pursue other strategic alternatives. See Item 1A. …”see in full comparison
“Total operating expenses for the three months ended January 31, 2026, as compared to the three months ended January 31, 2025, were approximately $5,347,000 and $5,090,000, respectively. …”see in full comparison
“Total operating expenses for the nine months ended January 31, 2026, as compared to the nine months ended January 31, 2025, were approximately $13,540,000 and $9,826,000, respectively. …”see in full comparison
Full comparison: every changed paragraph (37)
The
interim unaudited condensed consolidated financial statements included herein have been prepared by U.S. Gold Corp. (the “Company”,
“we”, “us”, or “our”) without audit, pursuant to the rules and regulations of the SEC. Certain information
and footnote disclosure normally included in interim unaudited consolidated financial statements prepared in accordance with U.S. GAAP,
which are duplicate to the disclosures in the audited consolidated financial statements, have been omitted pursuant to such rules and
regulations, although we believe that the disclosures are adequate to make the information presented not misleading. These interim unaudited
condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto in the Form
10-K for the fiscal year ended April 30, 2025,2026, filed with the SEC on July 29, 2025, as amended October 10, 2025.2026.
In
the opinion of management, all adjustments have been made consisting of normal recurring adjustments and consolidating entries, necessary
to present fairly the unaudited interim condensed consolidated financial position of us and our subsidiaries as of JanuaryJuly 31, 2026, the
the results of our unaudited interim condensed consolidated statements of operations and changes in stockholders’ equity for the three
nine months ended JanuaryJuly 31, 2026 and 2025. The results of unaudited interim condensed consolidated operations for the interim periods are
are not necessarily indicative of the results for the full year.
In
addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve
risks, uncertainties and assumptions. See “Forward-Looking Statements” above. Our results and the timing of selected events
may differ materially from those anticipated in these forward-looking statements as a result of many factors, including the risk factors
described in this report and in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended April
30, 2025, as amended.2026.
In March 2026, we announced the results of the Feasibility Study for the CK Gold Project, which indicated, among other things:
Summary
of Activities for the Three months ended JanuaryJuly 31, 2026
During the three months ended July 31, 2026, we continued our focus on advancing our CK Gold Project in Wyoming and additionally performing field work for a potential drill program at the CK Gold Project. We also continue to enhance our understanding of our Keystone Project in Nevada and the Challis Gold Project in Idaho, for potential future exploration programs. Specifically:
Results of Operations for the three-month periods ended July 31, 2026 versus 2025
During
the three months ended January 31, 2026, we continued engineering studies towards the completion of a feasibility study for our CK Gold
Project. We continue to enhance our understanding of the Keystone Project deposit in Nevada. Additionally, we focused on investor relations
and awareness through the attendance at multiple mining investment conferences culminating with the completion of a financing in December
2025 for gross proceeds of $31.2 million.
An
overview of certain significant events follows:
Results
of Operations
For
the three and nine months ended January 31, 2026 as compared to the three and nine months ended January 31, 2025:
We
are a development-stage company with no operations,operations. andAccordingly, we did not generate any revenuesrevenue for the three and nine monththree-month periods ended JanuaryJuly
31, 2026 and 2025.
Operating expenses for the three months ended July 31, 2026, totaled approximately $4,759,000 compared to approximately $3,638,000 for the three months ended July 31, 2025. The period-over-period increase of approximately $1,121,000 is primarily comprised of the following:
Total
operating expenses for the three months ended January 31, 2026, as compared to the three months ended January 31, 2025, were approximately
$5,347,000 and $5,090,000, respectively. The approximate $256,000 increase in operating expenses for the three months ended January 31,
2026, as compared to the three months ended January 31, 2025, is comprised of (i) a decrease in compensation of approximately $211,000
primarily due to a decrease in stock-based compensation related to RSUs, DSUs and stock option grants to officers and employees offset
by increased bonuses to our officers and employees, (ii) a decrease of approximately $308,000 in exploration expenses on our mineral
properties due to the decrease in exploration activities and related consulting expenses at our CK Gold property during the three month
period, (iii) an increase in professional and consulting fees of approximately $609,000 primarily due to an increase in general strategic,
permitting and engineering studies and consulting services of $1,279,000, an increase in investor relation fees of approximately $10,000,
an increase in legal fees of approximately $134,000, and an increase in accounting fees of approximately $19,000, offset by decrease
in stock-based consulting expenses of approximately $306,000, and a decrease in director fees of approximately $527,000 primarily due
to decrease in stock-based director fees and (iv) an increase in general and administrative expenses of approximately $167,000 due primarily
to increases in advertising expenses of approximately $64,000, public company expenses of approximately $5,000, insurance expense of
approximately $15,000, depreciation of approximately $12,000, travel, meals, and conferences expenses of approximately $39,000 and office
expenses of $27,000.
Total
operating expenses for the nine months ended January 31, 2026, as compared to the nine months ended January 31, 2025, were approximately
$13,540,000 and $9,826,000, respectively. The approximate $3,714,000 increase in operating expenses for the nine months ended January
31, 2026, as compared to the nine months ended January 31, 2025, is comprised of (i) a decrease in compensation of approximately $26,000
primarily due to a decrease in stock-based compensation related to RSUs, DSUs and stock option grants to officers and employees offset
by increased bonuses to our officers and employees, (ii) a decrease of approximately $640,000 in exploration expenses on our mineral
properties due to the decrease in exploration activities and related consulting expenses at our CK Gold property, (iii) an increase in
professional and consulting fees of approximately $3,253,000 primarily due to an increase in general strategic, permitting and engineering
studies and consulting services of $3,326,000, an increase in legal fees of approximately $610,000, and an increase in accounting fees
of approximately $181,000, offset by the decrease in investor relation fees of approximately $135,000, decrease in stock-based consulting
expenses of approximately $256,000, and a decrease in director fees of approximately $473,000 primarily due to decrease in stock-based
director fees and (iv) an increase in general and administrative expenses of approximately $1,127,000 due primarily to increases in advertising
expenses of approximately $812,000, public company expenses of approximately $43,000, insurance expense of $29,000, depreciation of $21,000,
travel, meals, and conferences expenses of approximately $154,000 and office expenses of $66,000.
We
reported losslosses from operations of approximately $5,347,000$4,759,000 and $5,090,000$3,638,000 for the three months ended January 31, 2026 and 2025, respectively,
and approximately $13,540,000 and $9,826,000 for the nine months ended JanuaryJuly 31, 2026 and 2025, respectively.
Other
Income (Expense)
We
reported other income (expense) of approximately $63,000 and $(1,272,000) for the three months ended January 31, 2026 and 2025, respectively,
and approximately $1,696,000 and $(2,964,000) for the nine months ended January 31, 2026 and 2025, respectively.
We
reported interest income of approximately $57,000 and $59,000 for the three months ended January 31, 2026 and 2025, respectively. We
reported interest income of approximately $191,000 and $100,000 for the nine months ended January 31, 2026 and 2025, respectively.
We
reported aother change in fair value of warrant liabilityincome of approximately $0
$158,000 and ($1,331,000)$1,561,000 for the three months ended January 31, 2026
and 2025, respectively. We reported a change in fair value of warrant liability of approximately $1,495,000 and ($3,065,000) for the
nine months ended JanuaryJuly 31, 2026 and 2025, respectively. Other income primarily consisted of interest
income and a change in the fair value of our warrant liability. Interest income increased by approximately $86,000 year-over-year, which
is a result of higher cash balances during the quarter ended July 31, 2026, compared to the prior period.
During the three months ended July 31, 2025, all warrants for which a warrant liability had previously been established were exercised and the fair-market value at the time of exercise of the corresponding liability was reclassified to additional paid in capital, resulting in the recognition of a gain of $1,495,000. No such gain was recognized for the three months ended July 31, 2026.
We
reported a net loss of approximately $5,284,000$4,601,000 and $6,362,000$2,077,000 for the three months ended January 31, 2026 and 2025, respectively, and
approximately $11,844,000 and $12,790,000 for the nine months ended JanuaryJuly 31, 2026 and 2025, respectively.
In June 2023, we received an Industrial Siting Permit (“ISP”) from the Wyoming Department of Environmental Quality, Industrial Siting Division, authorizing the construction of the CK Gold Project. The permit is valid for three years and renewable. Construction activities were initiated in 2025 but were paused in January 2026 pending the completion of financing for the complete project development. Despite having initiated construction, the Company requested an extension to the permit validity period to avoid any confusion over the status of the project and its permit while financing activities advanced after the publication of the project feasibility study in March 2026. At a May 2026 hearing, the Industrial Siting Council approved an extension of the ISP through December 2027, with the request that resumption of construction activities should only proceed once the Company demonstrates financial capacity to complete construction in coordination with the Director of the Industrial Siting Division. If the existing ISP expires, we would be required to reapply for a new ISP, which would involve a new application, public notification process, environmental and socioeconomic impact review, and public hearing before the Industrial Siting Division with final approval from the Industrial Siting Council. See Item 1A. “Risk Factors—Risks Related to Our Business—The Industrial Siting Permit for the CK Gold Project is subject to an expiration deadline, and our failure to demonstrate adequate project financing and resume construction before that deadline could result in the loss of this key permit and materially delay or prevent development of the project” in our Annual Report on Form 10-K for the fiscal year ended April 30, 2026.
The Feasibility Study for the CK Gold Project estimates total initial capital costs of approximately $394 million (excluding $28 million of pre-production owner’s costs), which significantly exceeds our current financial resources. We will need to raise substantial additional capital through one or more financing transactions — which may include debt financing, equity financing, royalty or streaming arrangements, project-level financing, joint ventures, or a combination thereof — in order to fund construction and bring the project into production. See Item 1A. “Risk Factors—Risks Related to Our Business—We will require substantial external financing to develop the CK Gold Project, and there is no assurance that such financing will be available on acceptable terms or at all. Failure to secure project financing could result in indefinite delay or abandonment of the Project” in our Annual Report on Form 10-K for the fiscal year ended April 30, 2026.
In December 2025, we announced that we closed a private placement of 1,922,159 shares of our common stock at a price of $16.25 per share (the “Offering Shares”) and warrants to purchase 961,077 shares of our common stock at an exercise price of $23.00 per share (the “Warrants”), pursuant to a securities purchase agreement entered into with certain investors, resulting in total gross proceeds of approximately $31.2 million. The Warrants are immediately exercisable and will expire two years after the initial issuance date. Pricing of the Offering Shares was set based on the close price of our common shares on December 15, 2025, of $16.91, representing an approximate 4% discount to the close price.
The
following table summarizes total current assets,
liabilities and working capital at JanuaryJuly 31, 2026, compared to April 30, 2025,2026, and
the changes between those periods:
As
of January 31, 2026, we had working capital of $35,398,396, as compared to working capital of $8,015,445 as of April 30, 2025, an increase
of $27,382,951.
Our
unaudited condensed consolidated financial statements are prepared using the accrual method of accounting in accordance with U.S.
GAAP GAAP
and have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the
settlement settlement
of liabilities in the normal course of business. For the ninethree months ended JanuaryJuly 31, 2026 and 2025, we incurred net
losses in the amounts
of approximately $11,844,000$4,601,000 and $12,790,000,$2,077,000, respectively. For the ninethree months ended JanuaryJuly 31, 2026, cash used
in operating activities
was approximately $12,132,000.$3,541,000. As of JanuaryJuly 31, 2026, we had cash of approximately $36,088,000,$27,115,000, working capital
of approximately $35,398,000,
$27,767,000, and an accumulated deficit of approximately $105,251,000.$115,216,000. Our primary source of operating funds since
inception has been equity financings.
As of JanuaryJuly 31, 2026, we expect to have sufficient cash to fund our corporate activities,
general and administrative costs, and currently
undertaken project activities related to permitting and engineering studies over the
next twelve months. However, in order to advance
any of our projects past the aforementioned objectives, we do not have sufficient cash and will need to raise
additional funds. These
matters raise substantial doubt about our ability to continue as a going concern for the twelve months
following the issuance of these
the financial statements.statements included in this Quarterly Report on Form 10-Q for the period ended July 31, 2026.
We intend to continue pursuing additional sources of capital, which may include debt financing, equity financing, royalty or streaming arrangements, project-level financing, joint ventures, or a combination thereof. There can be no assurance that additional financing will be available on acceptable terms, or at all. If we are unable to obtain additional financing or otherwise improve our liquidity, we may be required to significantly reduce operating expenditures, delay or abandon our projects, restructure obligations or pursue other strategic alternatives. See Item 1A. “Risk Factors—Risks Related to Our Financial Circumstances” in our Annual Report on Form 10-K for the fiscal year ended April 30, 2026.
Net cash used in operating activities totaled approximately $3,541,000 and $3,315,000 for the three months ended July 31, 2026 and 2025, respectively. The year-over-year increase of approximately $226,000 is primarily due to the following:
Net
cash used in operating activities totaled approximately $12,132,000 and $7,153,000 for the nine months ended January 31, 2026 and 2025,
respectively. Net cash used in operating activities during the nine months ended January 31, 2026, increased primarily due to the (i)
increase in non-cash items of approximately $6,028,000 as compared to the nine months ended January 31, 2025, primarily due to the change
in fair value of warrant liability and decreased stock-based compensation, (ii) decrease in changes in operating assets and liabilities
of approximately $103,000 as compared to the nine months ended January 31, 2025, primarily due to changes in prepaid expenses and other
current assets, reclamation bond deposit, and changes in accounts payable and accrued liabilities, and stock payable and (iii) decrease
in net loss of approximately $946,000 as compared to the nine months ended January 31, 2025.
Cash
Used in Investing Activities
Net
cash used in investing activities totaled approximately $1,924,000 for the nine months ended January 31, 2026 primarily due to the purchase
of land and a building located in Cheyenne, Wyoming as compared to $6,158 during the prior period ended January 31, 2025 related to a
purchase of equipment.
Net cash provided by financing activities totaled approximately $0 for the three months ended July 31, 2026. Net cash provided by financing activities for the three months ended July 31, 2025, was approximately $6,496,000, which consisted of cash proceeds received in connection with the exercise of stock options and warrants.
Net
cash provided by financing activities totaled approximately $41,975,000 for the nine months ended January 31, 2026 primarily due to proceeds
received the sale of common stock of approximately $31,695,000, exercise of warrants of approximately $10,240,000, and exercise of stock
options of approximately $40,000. Net cash provided by financing activities totaled approximately $10,723,000 for proceeds received from
the sale of common stock of approximately $10,147,000 and exercise of warrants of approximately $576,000 for the nine months ended January
31, 2025.
As
of JanuaryJuly 31, 2026, we did not have, and do not have any present plans to implement, any off-balance sheet arrangements.
There
have been no changes to our critical accounting estimates during the three months ended JanuaryJuly 31, 2026. Critical accounting estimates
made in accordance with our significant accounting policies are regularly discussed with the Audit Committee of the Company’s board
of directors. Our critical accounting estimates are discussed under “Critical Accounting Estimates” in our “Management’s
Discussion and Analysis of the Financial Condition and Results of Operations” included in Item 7, and our significant accounting
policies are discussed in Note 2 to our consolidated financial statements thereto, included in our Annual Report on Form 10-K for the
fiscal year ended April 30, 2025,2026, filed with the SEC on July 29, 2025, as amended October 10, 2025.2026.
USAU insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 2 Form 4 filings (2 insiders, 2 trade dates, 800 shares, about $12.0K) and open-market sales in 0 filings. Net open-market shares: 800 (purchases minus sales); net value about $12.0K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-28 | Francis Kevin A. |
Grant/award | 6,310 | — | — |
| 2026-09-28 | Schafer Robert W |
Grant/award | 4,789 | — | — |
| 2026-09-28 | Fipke Johanna |
Grant/award | 4,789 | — | — |
| 2026-09-28 | Norman Luke Anthony |
Grant/award | 11,271 | — | — |
| 2026-09-28 | Bee George M |
Grant/award | 14,482 | — | — |
| 2026-09-28 | Alexander Eric |
Grant/award | 8,122 | — | — |
| 2026-09-28 | Waldkirch Michael N |
Grant/award | 4,789 | — | — |
| 2026-05-22 | Fipke Johanna |
Grant/award | 2,822 | — | — |
| 2026-04-13 | Francis Kevin A. |
Open-market purchase | 100 | $15.30 | $1.5K |
| 2026-04-10 | Fipke Johanna |
Open-market purchase | 700 | $14.91 | $10.4K |
Well-known investors holding USAU (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Millennium Management (Israel Englander) | 2026-06-30 | 98,726 | $1.5M | 0.0% | Reduced 45% |
| Renaissance Technologies | 2026-06-30 | 45,697 | $694.1K | — | Sold out |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 38,255 | $586.4K | 0.0% | New position |
| Two Sigma Investments | 2026-06-30 | 23,793 | $361.4K | — | Sold out |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 20,932 | $320.9K | 0.0% | Reduced 61% |