Current Report Filing (8-k)
10 Abril 2023 - 3:24PM
Edgar (US Regulatory)
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0000027093
2023-04-04
2023-04-04
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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
4, 2023 |
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
1.01 |
Entry
into a Material Definitive Agreement. |
On
April 4, 2023, U.S. Gold Corp. (“U.S. Gold” or the “Company”) entered into a securities purchase agreement (the
“Securities Purchase Agreement”) with a single institutional investor in connection with a registered direct offering of
870,000 shares of common stock at a price of $5.75 per share and warrants (the “Warrants”) to purchase 870,000 shares of
the Company’s common stock at an exercise price of $6.16 per share (the “Registered Offering”). The Warrants are exercisable
six months following issuance and will expire five years from the initial exercise date. The aggregate gross proceeds of the Registered
Offering are approximately $5.0 million. The closing of the Registered Offering occurred on April 10, 2023.
On
April 4, 2023, U.S. Gold agreed to amend, effective as of the closing of the Registered Offering, certain existing warrants to purchase
up to 625,000 shares of the Company at an exercise price of $8.60 per share and a termination date of September 18, 2027, so that the
amended warrants will have a reduced exercise price of $6.16 per share and a termination date of October 10, 2028 (the “Warrant
Amendment”).
The
foregoing descriptions of the Securities Purchase Agreement, the Warrants, and the Warrant Amendment are not complete and are subject
to, and qualified in their entirety by, the full text of such documents, copies of which are attached as Exhibits 10.1, 4.1 and 4.2,
respectively, to this Current Report on Form 8-K and are incorporated herein by reference. A copy of the opinion of Davis Graham &
Stubbs LLP relating to the validity of the securities issued in the Registered Offering is filed herewith as Exhibit 5.1.
Item
3.03 |
Material
Modification to Rights of Security Holders. |
The
disclosure set forth above with regard to the Warrant Amendment is incorporated by reference into this Item 3.03.
Item
7.01 |
Regulation
FD Disclosure. |
On
April 5, 2023, U.S. Gold issued a press release announcing the Registered Offering and the entry into the Securities Purchase Agreement
and Warrant Amendment. 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. |
*
The foregoing exhibits relating to Item 7.01 are intended to be furnished to, not filed with, the Securities and Exchange Commission
pursuant to Regulation FD.
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:
April 10, 2023 |
By:
|
/s/
Eric Alexander |
|
Name: |
Eric
Alexander |
|
Title: |
Chief
Financial Officer |
US Gold (NASDAQ:USAU)
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