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):

November 16, 2022

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)

(I.R.S. Employer
Identification Number)

1910 E. Idaho Street, Suite 102-Box 604 Elko, NV		89801
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(800) 557-4550

(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		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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 16, 2022, Ryan Zinke notified U.S. Gold Corp. (“U.S. Gold” or the “Company”) that he intends to resign from the Board of Directors (the “Board”) of the Company, effective December 31, 2022 (the “Effective Date”). Mr. Zinke will continue to serve as a director until the Company’s Annual Meeting of Shareholders to be held on December 16, 2022 (the “Annual Meeting”). If re-elected at the Annual Meeting, Mr. Zinke will continue to serve as a director until the Effective Date, upon which the Board will address the vacancy created on the Board in accordance with the Company’s Second Amended and Restated Bylaws. Mr. Zinke’s departure is due to his election to the U.S. House of Representatives and is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 7.01

Regulation FD Disclosure.

On November 22, 2022, U.S. Gold issued a press release announcing Mr. Zinke’s decision to resign from the Board. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

The information furnished under this Item 7.01, including the press release, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated November 22, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	U.S. Gold corp.

Date: November 22, 2022	By:	/s/ Eric Alexander
	Name:	Eric Alexander
	Title:	Chief Financial Officer

U.S. Gold Corp. filed SEC Form 8-K: Regulation FD Disclosure