美国黄金 2024年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period fromtoCommission file number: 001-08266 Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, $0.001 par valueUSAUNASDAQ Capital Market SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes☐No☒ Note–Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of theExchange Act from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐☐Smaller reporting company☒☒Emerging Growth Company☐☐ Large accelerated filer☐☐Non-accelerated filer☒☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of October 31, 2023, the aggregate market value of the voting and non-voting shares of common stock of the registrantissued and outstanding on such date, excluding shares held by affiliates of the registrant as a group, was $27,084,928. Thisfigure is based on the closing sale price of $3.33 per share of theRegistrant’s common stock on October 31, 2023. Number of shares of Common Stock outstanding as of July 26, 2024: 10,732,277 The information called for by Part III of this Form 10-K is incorporated herein by reference from the registrant’s DefinitiveProxy Statement for its 2024 annual meeting of stockholders which the registrant intends to file pursuant to Regulation 14Anot later than 120 days after the end of the fiscal year covered by this report. U.S. GOLD CORPINDEX Part I Items 1 and 2. Business and Properties..............................................................................................4Item 1A.Risk Factors.............................................................................................................23Item 1B.Unresolved Staff Comments........................................................................................33Item 3.Legal Proceedings.....................................................................................................34Item 4.Mine Safety Disclosures.............................................................................................34 Part II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities.........................................................................................................35Item 6.[Reserved]......................................