美国黄金美股招股说明书(2025-11-17版)

850,837 Shares of Common Stock Issuable Upon Exercise of Previously Issued Warrants Pursuant to this prospectus, we are offering to the holders of the following previously issued and outstanding warrants up to 850,837shares of our common stock, par value $0.001 per share, that are issuable upon the exercise of such warrants (the “Warrant Shares”): (i)warrants to purchase up to 151,987 shares of our common stock at an exercise price of $8.00 per share, which were originallyissued by us on February 16, 2022, pursuant to a prospectus dated February 25, 2021, and a related prospectus supplementdated February 14, 2022, which became exercisable on February 16, 2022, and will expire on February 16, 2027 (the“February 2022 Warrants”), and subsequently registered on the Registration Statement on Form S-3 (File No. 333-286946) (ii)warrants to purchase up to 698,850 shares of our common stock at an exercise price of $9.50 per share, which were originallyissued by us on November 27, 2024, pursuant to a prospectus dated May 12, 2022, and a related prospectus supplement datedNovember 27, 2024, which become exercisable on May 27, 2025, and will expire on November 27, 2027 (the “November We will receive proceeds from our issuance of common stock upon any cash exercise of the Warrants. If all of the Warrants areexercised for cash (meaning we issue the maximum possible number of shares of common stock upon exercise of the Warrants), we Our common stock is listed on the Nasdaq Capital Market under the symbol “USAU.” On October 24, 2025, the last reported saleprice of our common stock was $16.71 per share. You are urged to obtain current market quotations for our common stock. Investing in our securities involves risks. You should review carefully the risks and uncertainties described under the heading“Risk Factors” contained in this prospectus and under similar headings in the other documents that are incorporated by Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary The date of this Prospectus is November 17, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus provides you with a general description of the Warrant Shares offered by us. In certain circumstances, we may providea prospectus supplement that will contain specific information about the terms of a particular offering. We also may provide aprospectus supplement to add information to, or update or change information contained in, this prospectus. To the extent there is aconflict between the information contained in this prospectus and any prospectus supplement, you should rely on the information inthe prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another You should read both this prospectus and any applicable prospectus supplement together with the additional information about ourcompany to which we refer you in the sections of this prospectus titled “Where You Can Find More Information” and “Incorporationof Certain Documents by Reference.” You should rely only on the information contained in or incorporated by reference into thisprospectus and any prospectus supplement. We have not authorized any dealer, salesperson or other person to provide you withdifferent information. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of anydate other than the date on the front of those documents or that any document incorporated by reference is accurate as of any date otherthan its filing date. You should not consider this prospectus to be an offer or solicitation relating to the Warrant Shares in any Unless the context indicates otherwise, when we refer to “U.S. Gold,” “we,” “our,” “us,” the “Registrant” and the “Company” in thisprospectus, we may refer to U.S. Gold Corp. individually, to one or more of its subsidiaries and/or partner companies, or to all suchentities as a group, as dictated by context. When we refer to “you,” we mean the potential holders of the Warrant Shares. FORWARD-LOOKING STATEMENTS This prospectus, including the documents that we incorporate by reference, contains predictive or “forward-looking statements” withinthe meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern our anticipated resultsand developments in our operations in future periods, planned exploration and development of our properties, plans related to our ●The timing, process, and outcome of permitting, construction, and development activities at the CK Gold Project;●The assumptions and projections contained in our updated CK Gold Project prefeasibility study, including estimated mineralresources and mineral reserves, mine life, projected operating and capital costs, projected production, internal rate of ret