美国黄金美股招股说明书(2025-06-09版)

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 our common 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 sales 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 certain 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 this 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. 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 this 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 prospectus supplement, as permitted by law, we “incorporateby reference” information from other documents that we file with the SEC. This means that we can disclose important information toyou from those documents which we may file with the SEC from time to time. The information incorporated by reference is You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment,legal or tax advice. You should consult your own counsel, accountants and other advisers for legal, tax, business, financial and relatedadvice regarding the purchase of our common stock offered by this prospectus supplement. If the description of this offering varies You should rely only on the information contained or incorporated by reference in this prospectus supplement and theaccompanying prospectus. We have not, and Cantor has not, authorized anyone to provide you with different information. If anyoneprovides you with different or inconsistent information, you should not rely on it. We are not, and Cantor is not, making an offer ofthese securities in any state where the offer is not permitted or in which the person making such offer or solicitation is not qualified todo so or to any person to whom it is unlawful to make such offer or solicitation. You should not assume that the information in this We are not, and Cantor is not, making an offer to sell our common stock in any jurisdiction where the offer or sale is notpermitted. Neither this prospectus supplement nor the accompanying prospectus constitute, and may not be used in connection with,