UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): |
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) |
(I.R.S.
Employer Identification Number) |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code: |
(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 | ||
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 March 15, 2022, 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 625,000 shares of common stock at a price of $8.00 per share and warrants (the “Warrants”) to purchase 625,000 shares of the Company’s common stock at an exercise price of $8.60 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 March 18, 2022.
The foregoing descriptions of the Securities Purchase Agreement and the Warrants are not complete and subject to, and qualified in their entirety by, the full text of such documents, copies of which are attached as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On March 16, 2022, U.S. Gold issued a press release announcing the Registered Offering and the entry into the Securities Purchase Agreement. 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 | |
| 4.1 | Form of Common Stock Purchase Warrant. | |
| 5.1 | Opinion of Davis Graham & Stubbs LLP. | |
| 5.2 | Opinion of Davis Graham & Stubbs LLP. | |
| 10.1 | Form of Securities Purchase Agreement. | |
| 23.1 | Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1). | |
| 23.2 | Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.2). | |
| 99.1 | Press Release dated March 16, 2022.* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* 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.
| 2 |
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: March 21, 2022 | By: | /s/ Eric Alexander |
| Name: | Eric Alexander | |
| Title: | Chief Financial Officer | |
| 3 |