8-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934

April3, 2020

Dateof Report (Date of earliest event reported)

U.S.GOLD CORP.

(Exactname of registrant as specified in its charter)

1910E. Idaho Street, Suite 102-Box 604

Elko,NV 89801

(Addressof principal executive offices)

(800)557-4550

(Registrant’stelephone number, including area code)

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:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. [  ]

Item8.01 Other Events.

On April 3, 2020, U.S. Gold Corp. (the “Company”) issued a press release announcing that the Company received notice from the Nasdaq Listing Qualifications Office of The Nasdaq Stock Market LLC (“Nasdaq”) on April 3, 2020, indicating that the Company has regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.

Exhibit99.1

U.S.Gold Corp. Regains Compliance with NASDAQ Minimum Bid Price

ELKO,Nevada, April 3, 2020 – U.S. Gold Corp. (NASDAQ: USAU) announced today that it received a letter from the listing qualifications department staff of The NASDAQ Stock Market LLC, stating that the Company has regained compliance with NASDAQ’s minimum $1.00 per share bid price requirement.

The letter received noted that for the last 10 consecutive business days, from March 20, 2020 to April 2, 2020, the closing bid price of the Company’s common stock was $1.00 per share or greater. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2), and the matter is now closed.

AboutU.S. Gold Corp.

U.S. Gold Corp. is a publicly traded, U.S. focused gold exploration company. U.S. Gold Corp. has a portfolio of exploration properties. Copper King is located in Southeast Wyoming and has a Preliminary Economic Assessment (PEA) technical report, which was completed by Mine Development Associates. Keystone and Maggie Creek are exploration properties on the Cortez and Carlin Trends in Nevada. For more information about U.S. Gold Corp., please visit www.usgoldcorp.gold

SafeHarbor

Certainstatements in this shareholder letter are forward-looking within the meaning of the Private Securities Litigation Reform Act of1995. These statements may be identified by the use of forward-looking words such as “anticipate,” “believe,”“forecast,” “estimated,” and “intend,” among others. These forward-looking statements arebased on U.S. Gold Corp.’s current expectations, and actual results could differ materially from such statements. Thereare a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements.These factors include, but are not limited to, risks arising from: the prevailing market conditions for metal prices and miningindustry cost inputs, environmental and regulatory risks, risks faced by junior companies generally engaged in exploration activities,whether U.S. Gold Corp. will be able to raise sufficient capital to implement future exploration programs, and other factors describedin the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filedwith the Securities and Exchange Commission, which can be reviewed atwww.sec.gov*. The Company has based these forward-lookingstatements on its current expectations and assumptions about future events. While management considers these expectations andassumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory, and otherrisks, contingencies, and uncertainties, most of which are difficult to predict and many of which are beyond the Company’scontrol. The Company makes no representation or warranty that the information contained herein is complete and accurate and wehave no duty to correct or update any information contained herein.*

Foradditional information, please contact:

U.S. Gold Corp. Investor Relations:

+1 800 557 4550

ir@usgoldcorp.gold

www.usgoldcorp.gold