UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~May 2722, 2026

U.S. GOLD CORP.

(Exact name of registrant as specified in its charter)

Nevada		001-08266		22-1831409
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1910 E. Idaho Street, Suite 102-Box 604, Elko, NV 89801

(Address of principal executive offices) (Zip Code)

(800) 557-4550

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 Par Value		USAU		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 58.0701 ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events.

AtAs ~~the~~previously ~~Annual~~disclosed ~~Meeting~~in ofthe ~~Stockholders~~proxy statement of U.S. Gold Corp. (the “Company”) ~~held~~for ~~virtually~~its annual meeting of stockholders held on April 27, 2026 (the “April 2026 Annual Meeting”), the ~~stockholders~~Company ofexpected ~~the~~to ~~Company:~~return ~~(i)~~to ~~elected~~a ~~each~~more ofnormalized ~~the~~schedule ~~persons~~for ~~listed~~its next ~~below~~annual ~~under~~meeting ~~Proposal~~of 1stockholders to ~~serve~~be asheld ain ~~director of~~fiscal ~~the~~year ~~Company~~2026 ~~until~~and anticipated that the ~~next~~date ~~Annual~~of ~~Meeting~~that meeting would change by more than 30 days from the anniversary date of ~~Stockholders~~the orApril ~~until~~2026 ~~their~~Annual ~~successors~~Meeting. ~~are~~The ~~duly~~proxy ~~elected~~statement ~~and~~also ~~qualified~~stated ~~and~~that, ~~(ii)~~if ~~ratified~~ the ~~appointment~~deadlines offor ~~CBIZ~~stockholder proposals ~~CPAs~~and ~~P.C.~~director asnominations changed, the Company’s ~~independent~~would ~~registered~~announce ~~public~~the ~~accountant~~new ~~for~~dates ~~the~~in ~~fiscal~~a ~~year~~Form ~~ending~~10-Q ~~April~~or ~~30, 2026~~Form 8-K.

~~The~~On ~~final~~May ~~results~~22, ~~for~~2026, the ~~votes~~board ~~regarding~~of directors of the ~~proposals~~Company ~~are~~established October 13, 2026 as ~~follows:~~the date of the Company’s annual meeting of stockholders to be held in fiscal year 2026 (the “FY26 Annual Meeting”). As the date of the FY26 Annual Meeting has advanced by more than 30 days from the anniversary date of the April 2026 Annual Meeting, in accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is informing its stockholders of such change. The record date, time and location of the FY26 Annual Meeting will be as set forth in the Company’s proxy statement for the FY26 Annual Meeting (the “Proxy Statement”).

~~Proposal~~To 1be included in the proxy materials for the FY26 Annual Meeting, stockholder proposals submitted in compliance with Rule 14a-8 under the Exchange Act (“Rule 14a-8”) must be received in writing at the following address, U.S. Gold Corp., 1910 East Idaho Street, Suite 102-Box 604, Elko, Nevada 89801, Attention: ~~Election~~Secretary, ofon ~~Directors~~or before July 27, 2026, which the Company has determined to be a reasonable time before it expects to begin printing and mailing its proxy materials for the FY26 Annual Meeting.

~~The~~In ~~following~~accordance ~~directors~~with ~~were~~the ~~elected~~Company’s ~~with~~Second ~~the~~Amended ~~following~~and ~~votes~~Restated Bylaws (“Bylaws”), if a stockholder wishes to ~~serve~~present ~~until~~a proposal before the ~~next~~FY26 Annual Meeting but does not wish to have a proposal considered for inclusion in the Proxy Statement and proxy in accordance with Rule 14a-8 or to nominate someone for election as a director, the notice of ~~Stockholders~~stockholder proposals or ~~until~~director ~~their~~nominations ~~successors~~for the ~~are~~FY26 ~~duly~~Annual ~~elected~~Meeting must be received not earlier than close of business on June 15, 2026 and ~~qualified~~not later than close of business on July 15, 2026.

Nominee	For		Withheld		Broker Non-Votes
Luke Norman		3,526,856		1,224,653		4,995,092
George Bee		4,717,669		33,840		4,995,092
Johanna Fipke		4,470,483		281,026		4,995,092
Robert W. Schafer		4,643,587		107,922		4,995,092
Michael Waldkirch		4,407,596		343,913		4,995,092

In addition, if applicable, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees at the FY26 Annual Meeting must comply with the “universal proxy rules,” Rule 14a-19 promulgated under the Exchange Act, as required by and in addition to the Bylaws, including providing written notice on a timely basis no later than August 14, 2026, which is 60 days prior the date of the FY26 Annual Meeting, and providing certain information required by Rule 14a-19 under the Exchange Act (including a statement that such stockholder intends to solicit the holders of shares representing at least 67% of the voting power of the Company’s shares entitled to vote on the election of directors in support of director nominees other than the Company’s nominees) to the Company.

~~Proposal~~All 2:proposals, ~~Ratification~~nominations, ofand/or ~~Appointment~~notices ofmust ~~CBIZ~~be ~~CPAs~~delivered Pto the Company in compliance with all applicable SEC rules and regulations and the Bylaws.C.

The appointment of CBIZ CPAs P.C. as the Company’s independent registered public accountant for the fiscal year ending April 30, 2026 was approved with the following votes:

For		Against		Abstain
9,687,844		22,061		36,696

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

U.S. GOLD CORP. (Registrant) /s/ Eric Alexander Eric Alexander Chief Financial Officer

	U.S. GOLD CORP.
	(Registrant)

	/s/ Eric Alexander
	Eric Alexander
	Chief Financial Officer

Date: May 22, 2026

Date: April 27, 2026

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