美国黄金美股招股说明书(2025-06-09版)

Up to $40,000,000Common Stock U.S. Gold Corp. (which we refer to herein as “USAU,” the “Company,” “we,” or “us”) has entered into a Controlled EquityOfferingSMSales Agreement (the “sales agreement”) with Cantor Fitzgerald & Co. (“Cantor”), relating to the sale of shares of ourcommon stock, $0.001 par value per share, from time to time through Cantor acting as our sales agent. In accordance with the terms ofthe sales agreement, we may offer and sell our shares of our common stock having an aggregate offering price of up to $40 millionfrom time to time through Cantor pursuant to this prospectus supplement and the accompanying prospectus. Our common stock is listed on The Nasdaq Capital Market (the “Nasdaq”) under the symbol “USAU.” On June 6, 2025, thelast reported sale price of our common stock was $14.11 per share. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made in salesdeemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the“Securities Act”). Subject to the terms of the sales agreement, Cantor is not required to sell any specific number or dollar amount ofour common stock but will act as sales agent and will use commercially reasonable efforts consistent with its normal trading and salespractices and applicable law and regulations to sell on our behalf all of our common stock requested to be sold by us pursuant to theterms of the sales agreement or as otherwise agreed between Cantor and us. There is no arrangement for funds to be received in anyescrow, trust or similar arrangement. Cantor will be entitled to compensation at a commission rate of up to 3.0% of the gross proceeds of any shares of ourcommon stock sold under the sales agreement. In connection with the sale of our common stock on our behalf, Cantor will be deemedto be an “underwriter” within the meaning of the Securities Act and the compensation of Cantor will be deemed to be underwritingcommissions or discounts. We have also agreed to provide indemnification and contribution to Cantor with respect to certainliabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See“Plan of Distribution” beginning on page S-8 of this prospectus supplement for additional information regarding the compensation tobe paid to Cantor. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-5 of thisprospectus supplement, page 1 of the accompanying prospectus and in the documents incorporated by reference in thisprospectus supplement and the accompanying prospectus for a discussion of factors to consider before deciding to invest in ourcommon stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Cantor The date of this prospectus supplement is June 9, 2025. TABLE OF CONTENTSPROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2THE OFFERINGS-3CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-4RISK FACTORSS-5USE OF PROCEEDSS-6DILUTIONS-7PLAN OF DISTRIBUTIONS-8MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-9LEGAL MATTERSS-13EXPERTSS-14WHERE YOU CAN FIND MORE INFORMATIONS-15INCORPORATION BY REFERENCES-16 PROSPECTUS ABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2RISK FACTORS4CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS5USE OF PROCEEDS6DESCRIPTION OF CAPITAL STOCK7DESCRIPTION OF WARRANTS10DESCRIPTION OF UNITS12PLAN OF DISTRIBUTION13LEGAL MATTERS16EXPERTS16WHERE YOU CAN FIND MORE INFORMATION16INCORPORATION OF CERTAIN INFORMATION BY REFERENCE17 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus form part of a registration statement on Form S-3 (File No.333-286946) that we filed with the Securities and Exchange Commission (the “SEC”), utilizing a “shelf” registration process. Underthis process, we may, from time to time, offer our common stock having an aggregate offering price of up to $40 million under thisprospectus supplement at prices and on terms to be determined by market conditions at the time of offering. This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offeringand also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference intothis prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which gives moregeneral information, some of which may not apply to this offering. Generally, when we refer to this prospectus, we are referring toboth the prospectus supplement and the accompanying prospectus. In this