U.S. GOLD CORP. 8-K

What Happened

• On December 23, 2025, U.S. Gold Corp. (USAU) entered securities purchase agreements for a non‑brokered private placement selling 1,922,159 shares of common stock at $16.25 per share (gross proceeds ≈ $31.24 million). The company also issued unregistered common stock purchase warrants to buy up to 961,077 additional shares.
• The warrants have a $23.00 exercise price, expire two years after issuance, and include ownership limits that prevent exercise if the holder (and affiliates) would beneficially own more than 4.99% of outstanding shares (or 9.99% at the purchaser’s election) after issuance.
• The Purchase Agreements include registration rights obligating the company to file a resale registration statement within 45 days of closing and use commercially reasonable efforts to have it declared effective within 90 days (or 120 days if the SEC reviews).

Key Details

• Shares sold: 1,922,159 common shares at $16.25/share (aggregate gross proceeds ≈ $31,235,084).
• Warrants issued: 961,077 warrants; exercise price $23.00; 2‑year term; beneficial‑ownership exercise cap of 4.99% (or 9.99%).
• Registration rights: resale registration statement to be filed within 45 days; target effectiveness within 90 days (120 days if reviewed).
• Securities sold in reliance on Section 4(a)(2)/Regulation D to accredited investors and are unregistered until the company’s registration statement is effective.

Why It Matters

• The transaction immediately raises significant capital (≈ $31.2M gross) for the company, improving liquidity; the 8‑K does not specify the intended use of proceeds.
• If warrants are exercised, up to 961,077 additional shares could be issued, which would dilute existing shareholders; however, exercise is limited by the ownership caps.
• Registration rights mean purchasers should be able to resell the shares and underlying warrant shares once the company’s registration statement becomes effective, but until then the securities remain unregistered and subject to transfer restrictions.