8-K
U.S. Gold Corp. (USAU)
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<br> of Report (Date of earliest event reported): | November 2, 2023 |
|---|
U.S.
GOLD CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 001-08266 | 22-1831409 |
|---|---|---|
| (State<br> or other jurisdiction of incorporation) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> Identification Number) |
| 1910 E. Idaho Street, Suite 102-Box 604 Elko, NV | 89801 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) | |
| Registrant’s<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> of each class | Trading<br> Symbol(s) | Name<br> 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. ☐
Item5.02 Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 2, 2023, Tara Gilfillan, an independent director of the Board of Directors (the “Board”) of U.S. Gold Corp. (“U.S. Gold” or the “Company”), and a member of the Company’s Audit Committee, Compensation Committee, Nominating and Governance Committee, and Technical Committee, notified the Company that she does not intend to stand for re-election at the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”). Ms. Gilfillan’s decision not to stand for re-election was not because of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Ms. Gilfillan will continue to serve as a member of the Board until the Annual Meeting.
The Company thanks Ms. Gilfillan for her years of service and valuable contributions to the Company.
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:<br> November 7, 2023 | By: | /s/ Eric Alexander |
| Name: | Eric<br> Alexander | |
| Title: | Chief<br> Financial Officer |