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
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 4, 2023, 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 870,000 shares of common stock at a price of $5.75 per share and warrants (the “Warrants”) to purchase 870,000 shares of the Company’s common stock at an exercise price of $6.16 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 April 10, 2023.
On April 4, 2023, U.S. Gold agreed to amend, effective as of the closing of the Registered Offering, certain existing warrants to purchase up to 625,000 shares of the Company at an exercise price of $8.60 per share and a termination date of September 18, 2027, so that the amended warrants will have a reduced exercise price of $6.16 per share and a termination date of October 10, 2028 (the “Warrant Amendment”).
The foregoing descriptions of the Securities Purchase Agreement, the Warrants, and the Warrant Amendment are not complete and are subject to, and qualified in their entirety by, the full text of such documents, copies of which are attached as Exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. A copy of the opinion of Davis Graham & Stubbs LLP relating to the validity of the securities issued in the Registered Offering is filed herewith as Exhibit 5.1.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The disclosure set forth above with regard to the Warrant Amendment is incorporated by reference into this Item 3.03.
| Item 7.01 | Regulation FD Disclosure. |
On April 5, 2023, U.S. Gold issued a press release announcing the Registered Offering and the entry into the Securities Purchase Agreement and Warrant Amendment. 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. | |
| 4.2 | Amendment No. 1 to Warrants. | |
| 5.1 | 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). | |
| 99.1 | Press Release dated April 5, 2023.* | |
| 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.
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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: April 10, 2023 | By: | /s/ Eric Alexander |
| Name: | Eric Alexander | |
| Title: | Chief Financial Officer | |
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