NOTE 10 — STOCKHOLDERS’ EQUITY

As of April 30, 2025, authorized capital stock consisted of 200,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of “blank check” preferred stock, par value $0.001 per share, of which 1,300,000 shares are designated as Series A Convertible Preferred Stock, 400,000 shares are designated as Series B Convertible Preferred Stock, 45,002 shares are designated as Series C Convertible Preferred Stock, 7,402 shares are designated as Series D Convertible Preferred Stock, 2,500 shares are designated as Series E Convertible Preferred Stock, 1,250 shares are designated as Series F Preferred Stock, 127 shares are designated as Series G Preferred Stock, 106,894 shares are designated as Series H Preferred Stock, and 921,666 shares are designated as Series I Preferred Stock. The Company’s Board has the authority, without further action by the stockholders, to issue shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions granted to or imposed upon the preferred stock.

There were no shares of Preferred Stock outstanding as of April 30, 2025 and 2024.

Common Stock issued for cash

On April 19, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional and accredited investors in connection with a registered direct offering of 1,400,000 shares of the Company’s common stock at a price of $3.50 per share and warrants to purchase 1,400,000 shares of the Company’s common stock at an exercise price of $4.48 per share (the “Registered Offering”). The warrants are exercisable on October 19, 2024 and will expire on October 19, 2029. The aggregate gross proceeds of the Registered Offering was $4,900,000 before deduction of legal related offering expenses of $72,309. The closing of the Registered Offering occurred on April 19, 2024.

On November 27, 2024, the Company entered into a Securities Purchase Agreement with certain investors providing for the issuance and sale by the Company in a registered direct offering (the “Offering”) an aggregate of 1,457,700 shares of the Company’s common stock at a purchase price of $7.00 per share and warrants to purchase up to 728,850 shares of common stock at an exercise price of $9.50 per share (the “November 2024 Warrants”). Each of the November 2024 Warrants are exercisable six months from their date of issuance and have a term expiring three years after their initial issuance date. The aggregate gross proceeds from the Offering were $10,203,858, before deducting legal and related offering expenses of $58,235. The Offering closed on December 6, 2024.

Common Stock issued for exercise of Common Stock Purchase Warrants

In October 2024, the Company issued an aggregate of 15,000 shares of common stock upon the exercise of 15,000 common stock purchase warrants and received proceeds of approximately $67,200.

Between November 2024 and January 2025, the Company issued an aggregate of 105,000 shares of common stock upon the exercise of 105,000 common stock purchase warrants and received proceeds of approximately $508,400.

Between February 2025 and April 2025, the Company issued an aggregate of 344,668 shares of common stock upon the exercise of 344,668 common stock purchase warrants and received proceeds of approximately $1,751,848.

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2025

Common Stock Issuances, Restricted Stock Awards, and RSUs/DSUs Granted for Services 

On October 24, 2023, the Company issued an aggregate of 7,569 shares of common stock to a consultant in connection with an advisory consulting agreement for services rendered from April 2023 to September 2023. The 7,569 shares of common stock had a fair value of $30,000, or $3.96 per share, based on the quoted trading price on the date of grants, which was fully vested and expensed over each monthly service period from April 2023 to September 2023. In connection with this issuance, the Company reduced accrued liabilities by $5,000 and recognized stock-based consulting of $25,000 during the year ended April 30, 2024.

On October 24, 2023, the Company issued an aggregate of 5,578 shares of common stock to a consultant in connection with a consulting agreement for services rendered from April 2023 to September 2023. The 5,578 shares of common stock had a fair value of $22,500, or $4.03 per share, based on the quoted trading price on the date of grants, which was fully vested and expensed over each monthly service period from April 2023 to September 2023. The Company reduced accrued liabilities by $1,750 and recognized stock-based consulting of $20,750 during the year ended April 30, 2024.

On October 24, 2023, the Company issued 25,000 shares of common stock to a consultant in connection with an investor relations agreement for services to be rendered from April 2023 to April 2024. The 25,000 shares of common stock had a fair value of $144,000, or $5.76 per share, based on the quoted trading price on the date of grant. The Company reduced accrued liabilities by $8,400 and recognized stock-based consulting of $135,600 during the year ended April 30, 2024.

On September 26, 2024, the Company issued 16,216 shares of common stock to a consultant in connection with a consulting agreement for services to be rendered from March 2024 to March 2025. The 16,216 shares of common stock had a fair value of $60,000, or $3.70 per share, based on the quoted trading price on the starting date of the consulting agreement. The Company reduced accrued liabilities by $7,500 and recognized stock-based compensation of $52,500 during the year ended April 30, 2025.

On September 26, 2024, the Company issued 7,927 shares of common stock to a former director in connection with vested restricted stock units (RSUs).

On September 30, 2024, the Company issued an aggregate of 13,996 shares of common stock to a consultant in connection with a consulting agreement for services rendered from October 2023 to September 2024. The 13,996 shares of common stock had a fair value of $60,000, or $4.29 per share, based on the quoted trading prices on the respective monthly valuation dates, which was fully vested and expensed over each monthly service period from October 2023 to September 2024. In connection with this issuance, the Company reduced accrued liabilities by $35,000 and recognized stock-based compensation of $25,000 during the year ended April 30, 2025.

On November 25, 2024, the Company issued an aggregate of 60,645 RSUs to certain officers and 6,272 RSUs to a director of the Company for services rendered. The aggregate of 66,917 RSUs had a fair value of $511,917, or $7.65 per share, based on the quoted trading price on the date of grants, which was fully vested and expensed immediately.

On November 25, 2024, the Company issued an aggregate of 43,459 RSUs to certain officers and 6,272 RSUs to a consultant for services already rendered and future services. The aggregate of 49,731 RSUs had a fair value of $380,444 or $7.65 per share of common stock based on the quoted trading price on the date of grant. The RSUs vested 25% on the date of issuance, and the remaining shall vest 25% every six months thereafter.

On November 25, 2024, the Company issued an aggregate of 36,200 deferred stock units (DSUs) to three directors of the Company for services rendered. The 36,200 DSUs had a fair value of $276,931 or $7.65 per share, based on the quoted trading price on the date of grants, which was fully vested and expensed immediately.

On November 25, 2024, the Company issued 8,065 DSUs to a consultant for services already rendered and future services. The 8,065 DSUs had a fair value of $61,698 or $7.65 per share of common stock based on the quoted trading price on the date of grant. The DSUs vested 25% on the date of issuance, and the remaining shall vest 25% every six months thereafter.

Total stock compensation expense for awards issued for services of $1,000,871 and $446,198 was expensed for the years ended April 30, 2025 and 2024, respectively. As of April 30, 2025, there were 57,298 unvested RSUs and 6,049 unvested DSUs outstanding, with a total unvested compensation expense of $445,494 remaining to be expensed, which will vest upon the occurrence of certain conditions. Additionally, there were 484,898 vested RSUs and 38,216 vested DSUs that had been awarded but had not yet been converted into common stock. In total, 586,461 RSUs and DSUs, both vested and unvested, remained outstanding as of April 30, 2025.

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2025

A summary of the changes in RSUs and DSUs outstanding during the years ended April 30, 2025 and 2024, is as follows:

SCHEDULE OF ACTIVITY RESTRICTED AND DEFERRED STOCK UNITS

Equity Incentive Plan

In August 2017, the Board approved the Company’s 2017 Equity Incentive Plan (the “2017 Plan”) including the reservation of 165,000 shares of common stock thereunder.

On August 6, 2019, the Board approved and adopted, subject to stockholder approval, the 2020 Stock Incentive Plan (the “2020 Plan”). The 2020 Plan initially reserved 330,710 shares for future issuance to officers, directors, employees and contractors as directed from time to time by the Compensation Committee of the Board. The 2020 Plan was approved by a vote of stockholders at the 2019 annual meeting. With the approval and effectivity of the 2020 Plan, no further grants will be made under the 2017 Plan. On August 31, 2020, the Board approved and adopted, subject to stockholder approval, an amendment (the “2020 Plan Amendment”) to the 2020 Plan. The 2020 Plan Amendment increased the number of shares of common stock available for issuance pursuant to awards under the 2020 Plan by an additional 836,385, to a total of 1,167,095 shares of the Company’s common stock. The 2020 Plan Amendment was approved by the Company’s stockholders on November 9, 2020. On December 16, 2022, the Company’s stockholders approved another amendment to the 2020 Plan increasing the number of shares of common stock available for issuance pursuant to awards under the 2020 Plan by an additional 1,252,476 shares, to a total of 2,419,571 shares of the Company’s common stock.

Stock options

The following is a summary of the Company’s stock option activity during the years ended April 30, 2025 and 2024:

SCHEDULE OF STOCK OPTION ACTIVITY

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2025

At April 30, 2025 and 2024, the aggregate intrinsic value of options outstanding and exercisable were $1,886,016 and $0, respectively.

On November 25, 2024, the Company granted an aggregate of 104,587 options to purchase the Company’s common stock to certain officers and directors of the Company. The options have a term of 5 years from the date of grant and are exercisable at an exercise price of $7.65 (see table below for the assumptions used). The options are fully vested and were expensed immediately.

On November 25, 2024, the Company granted an aggregate of 79,420 options to purchase the Company’s common stock to certain officers and a director of the Company. The options have a term of 5 years from the date of grant and are exercisable at an exercise price of $7.65. The options vested 25% on the date of grant and the remaining options shall vest 25% every six months thereafter.

On November 25, 2024, the Company granted 50,000 options to purchase the Company’s common stock to a consultant of the Company. The options have a term of 5 years from the date of grant and are exercisable at an exercise price of $7.65. The options are fully vested and were expensed immediately.

Between November 25, 2024 and January 25, 2025, the Company granted an aggregate of 59,723 options to purchase the Company’s common stock to an employee and various consultants of the Company. The options have a term of 5 years from the date of grant and are exercisable at an exercise price ranging from $7.36 to $7.65. The options vested 25% on the date of grant and the remaining options shall vest 25% every six months thereafter.

The Company used the Black-Scholes model to determine the fair value of stock options granted during the year ended April 30, 2025. In applying the Black-Scholes option pricing model to options granted, the Company used the following assumptions:

SCHEDULE OF STOCK OPTION VALUATION ASSUMPTION

Stock-based compensation for stock options recorded in the consolidated statements of operations totaled $1,091,032 and $29,608 for the years ended April 30, 2025 and 2024, respectively. A balance of $345,561 remains to be expensed over future vesting periods related to unvested stock options issued for services to be expensed over a weighted average period of 1.07 years.

Stock-based expense for stock options were recorded in the following as reflected in the consolidated statements of operations:

SCHEDULE OF STOCK BASED EXPENSE FOR STOCK OPTION

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2025

Stock Warrants

The following is a summary of the Company’s stock warrant activity during the years ended April 30, 2025 and 2024:

SCHEDULE OF STOCK WARRANT ACTIVITY

As of April 30, 2025 and 2024, the aggregate intrinsic value of warrants outstanding and exercisable were $17,002,347 and $0, respectively.

Concurrent with the sale of common stock on April 10, 2023, the Company issued warrants to purchase 870,000 shares of the Company’s common stock at an exercise price of $6.16 per share. The warrants are exercisable six months following the date of issuance and will expire 5 years following the initial exercise date. These warrants allow for the potential settlement in cash if certain extraordinary events are affected by the Company, including a 50% or greater change of control in the Company’s common stock. Such payment in cash shall be equal to the black-scholes value as defined in the warrant agreement. These 870,000 warrants were recorded as warrant liability as of April 30, 2025 and 2024 (see Notes 9 and 14).

Additionally, on April 10, 2023, the Company agreed to amend, effective as of the closing of a registered offering, 625,000 warrants which was initially granted on March 15, 2022 with an original exercise price of $8.60 per share and a termination date of September 18, 2027, were reduced to an exercise price of $6.16 per share and amended the termination date to April 10, 2028. These 625,000 warrants were recorded as warrant liability as of April 30, 2025 and 2024 (see Notes 9 and 14).

Concurrent with the sales of common stock on April 19, 2024, the Company issued warrants to purchase 1,400,000 shares of the Company’s common stock at an exercise price of $4.48 per share. The warrants are exercisable on October 19, 2024 and will expire on October 19, 2029.

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2025

Concurrent with the sales of common stock on November 27, 2024, the Company issued warrants to purchase 728,850 shares of the Company’s common stock at an exercise price of $9.50 per share. The warrants are exercisable on May 27, 2025 and will expire on November 27, 2027.

In October 2024, the Company issued an aggregate of 15,000 shares of common stock upon the exercise of 15,000 common stock purchase warrants and received proceeds of approximately $67,200.

Between November 2024 and January 2025, the Company issued an aggregate of 105,000 shares of common stock upon the exercise of 105,000 common stock purchase warrants and received proceeds of approximately $508,400.

Between February 2025 and April 2025, the Company issued an aggregate of 344,668 shares of common stock upon the exercise of 344,668 common stock purchase warrants and received proceeds of approximately $1,751,848.