美国黄金美股招股说明书(2026-03-09版)

U.S. GOLD CORP.2,883,238 SharesCommon Stock The selling stockholders named in this prospectus may use this prospectus to offer and resell from time to time up to 2,883,238 sharesof our common stock, par value $0.001 per share (“Common Stock”), which are comprised of (i) 1,922,159 shares of Common Stock(the “Shares”) that were issued in a private placement pursuant to securities purchase agreements by and among us and certaininvestors, dated December 23, 2025 (the “Purchase Agreements”) and (ii) 961,079 shares of Common Stock (the “Warrant Shares”)issuable upon the exercise of warrants (the “Warrants”) that were issued by us pursuant to the Purchase Agreements. The Shares and Warrant Shares were or will be issued to the purchasers in reliance upon exemptions from the registration requirementsin Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D (Rule 506) thereunder. We will not receive any of the proceeds from the sale of our Common Stock by the selling stockholders. However, we will receiveproceeds from the exercise of the Warrants if the Warrants are exercised for cash. We intend to use those proceeds, if any, for generalcorporate purposes. Any shares of Common Stock subject to resale hereunder will have been issued by us and acquired by the selling stockholders prior toany resale of such shares pursuant to this prospectus. Each selling stockholder named in this prospectus, or its donees, pledgees, transferees or other successors-in-interest, may offer orresell the shares of Common Stock registered under this prospectus from time to time through public or private transactions atprevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The selling stockholders willbear all commissions and discounts, if any, attributable to the sale of shares, and all selling and other expenses incurred by the sellingstockholders. We will bear all costs, expenses and fees in connection with the registration of the shares of Common Stock subject toresale hereunder. For additional information on the methods of sale that may be used by the selling stockholders, see “Plan ofDistribution” beginning on page 18 of this prospectus. Our Common Stock is listed on the Nasdaq Capital Market (“NASDAQ”) under the symbol “USAU.” On February 3, 2026, the lastreported sale price of our Common Stock as reported on NASDAQ was $17.69 per share. You are urged to obtain current marketquotations 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 other documents that are incorporated by referenceinto this prospectus as described on page 4 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is March 6, 2026 TABLE OF CONTENTS ABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2THE OFFERING3RISK FACTORS4FORWARD-LOOKING STATEMENTS5USE OF PROCEEDS6DETERMINATION OF THE OFFERING PRICE7MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY8DESCRIPTION OF SECURITIES BEING REGISTERED9CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS10SELLING STOCKHOLDERS14PLAN OF DISTRIBUTION18LEGAL MATTERS20EXPERTS21WHERE YOU CAN FIND MORE INFORMATION22INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE23i ABOUT THIS PROSPECTUS The registration statement we filed with the Securities and Exchange Commission (the “SEC”) includes exhibits that provide moredetail of the matters discussed in this prospectus. You should read this prospectus, the related exhibits filed with the SEC, and thedocuments incorporated by reference herein before making your investment decision. You should rely only on the informationprovided in this prospectus and the documents incorporated by reference herein or any amendment thereto. You should not assume thatthe information contained in this prospectus or any related free writing prospectus is accurate on any date subsequent to the date setforth on the front of the document or that any information we have incorporated by reference herein is correct on any date subsequentto the date of the document incorporated by reference, even though this prospectus or any related free writing prospectus is delivered,or securities are sold, on a later date. In addition, this prospectus contains or incorporates by reference summaries of certain provisionscontained in some of the documents described herein, but reference is made to the actual documents for complete information. All ofthe summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have beenfiled, will be filed or have been or will be incorporated