NOTE 10 — STOCKHOLDERS’ EQUITY

As of January 31, 2026, 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 January 31, 2026 and April 30, 2025.

Common Stock Issued for Cash

During August and September 2025, the Company issued 38,541 shares of its common stock pursuant to the Controlled Equity Offering^SM Sales Agreement, dated June 9, 2025, with Cantor Fitzgerald & Co., for gross proceeds of approximately $523,276.

On December 23, 2025, the Company entered into a Securities Purchase Agreement with certain investors providing for the issuance and sale by the Company in a non-brokered private placement (the “Offering”) an aggregate of 1,922,159 shares of the Company’s common stock at a purchase price of $16.25 per share and warrants to purchase up to 961,079 shares of common stock at an exercise price of $23 per share (the “December 2025 Warrants”). Each of the December 2025 Warrants are exercisable from their date of issuance and have a term expiring two years after the issuance date. The aggregate gross proceeds from the Offering were $31,235,084, before deducting legal and related offering expenses of $62,947. The Offering closed on December 23, 2025.

Common Stock Issued for Exercise and Cashless Exercise of Stock Warrants

In May 2025, the Company issued an aggregate of 910,384 shares of common stock upon the exercise of 910,384 common stock purchase warrants and received proceeds of approximately $5,682,272. Out of the 910,384 warrants exercised, 870,000 warrants were accounted for under warrant liability accounting (see Note 9).

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2026

Additionally in May 2025, the Company issued an aggregate of 260,071 shares of common stock upon the cashless exercise of 625,000 common stock purchase warrants which were accounted for under warrant liability accounting (see Note 9).

In June 2025 and July 2025, the Company issued an aggregate of 128,000 shares of common stock upon the exercise of 128,000 common stock purchase warrants and received proceeds of approximately $800,740.

Between August 2025 and October 2025, the Company issued an aggregate of 266,665 shares of common stock upon the exercise of 266,665 common stock purchase warrants and received proceeds of approximately $1,864,970.

Additionally between August 2025 and October 2025, the Company issued an aggregate of 52,240 shares of common stock upon the cashless exercise of 105,000 common stock purchase warrants.

Between November 2025 and January 2026, the Company issued an aggregate of 146,034 shares of common stock upon the exercise of 146,034 common stock purchase warrants and received proceeds of $1,892,193.

Common Stock Issued for Exercise and Cashless Exercise of Stock Options

In May 2025, the Company issued 1,726 shares of common stock upon the exercise of 1,726 stock options and received proceeds of approximately $13,204. Additionally in May 2025, the Company issued 1,016 shares of common stock upon the cashless exercise of 3,453 stock options.

In September 2025, the Company issued 1,726 shares of common stock upon the exercise of 1,726 stock options and received proceeds of approximately $13,204.

In January 2026, the Company issued 1,726 shares of common stock upon the exercise of 1,726 stock options and received proceeds of approximately $13,204.

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

On June 26, 2025, the Company issued an aggregate of 4,998 shares of common stock to a consultant in connection with a consulting agreement for services rendered from October 2024 to May 2025. The 4,998 shares of common stock had a fair value of approximately $40,000, or $8 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 2024 to May 2025. In connection with this issuance, the Company reduced accrued liabilities by $35,000 and recognized stock-based compensation of $5,000 during the nine months ended January 31, 2026.

On June 26, 2025, the Company issued 7,272 shares of common stock to a consultant in connection with a consulting agreement for services to be rendered from March 2025 to March 2026. The 7,272 shares of common stock had a fair value of approximately $60,000, or $8.25 per share, based on the quoted trading price on the starting date of the consulting agreement. The Company reduced accrued liabilities by $7,500, recognized stock-based compensation of $45,000 during the nine months ended January 31, 2026 and recorded prepaid stock-based expense of $7,500 at January 31, 2026 to be amortized over the term of the agreement.

On June 26, 2025, the Company issued 19,779 shares of common stock to a director of the Company for his past consulting services from March 2024 to October 2024 (see Note 8). Accordingly, the Company reduced accrued liabilities by $151,309 at January 31, 2026.

On January 21, 2026, the Company issued an aggregate of 28,440 restricted stock units (RSUs) to certain officers and 7,673 RSUs to a director of the Company for future services. The aggregate of 36,113 RSUs had a fair value of $694,816, or $19.24 per share, based on the quoted trading price on the date of grants. The RSUs vests one year from the date of issuance.

On January 21, 2026, the Company issued an aggregate of 17,137 RSUs to various consultants for future services. The aggregate of 17,137 RSUs had a fair value of $329,720 or $19.24 per share of common stock based on the quoted trading price on the date of grant. The RSUs vests one year from the date of issuance.

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2026

On January 21, 2026, the Company issued an aggregate of 24,937 deferred stock units (DSUs) to three directors and 6,138 DSUs to a consultant of the Company for future services. The 31,075 DSUs had a fair value of $597,885 or $19.24 per share, based on the quoted trading price on the date of grants, which was fully vested and expensed immediately.

Total stock-based compensation expense for awards issued for services was $99,718 and $932,230 for the three months ended January 31, 2026, and 2025, respectively, and total stock-based compensation expense for awards issued for services was $210,253 and $941,605 for the nine months ended January 31, 2026 and 2025, respectively. As of January 31, 2026, there were 85,683 unvested RSUs and 33,091 unvested DSUs outstanding, with a total unvested compensation expense of $1,857,661 remaining to be expensed, which will vest upon the occurrence of certain conditions and related vesting terms. Additionally, there were 509,763 vested RSUs and 42,249 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 January 31, 2026.

A summary of the changes in RSUs and DSUs outstanding during the nine months ended January 31, 2026 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.

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2026

Stock options

The following is a summary of the Company’s stock option activity during the nine months ended January 31, 2026:

SCHEDULE OF STOCK OPTION ACTIVITY 

At January 31, 2026 and April 30, 2025, the aggregate intrinsic value of options outstanding and exercisable were $4,699,560 and $1,886,016, respectively.

On January 21, 2026, the Company granted an aggregate of 38,813 options to purchase the Company’s common stock to certain officers and an employee of the Company. The options have a term of 5 years from the date of grant and are exercisable at an exercise price of $19.24. The options vests one year from the date of issuance.

On January 21, 2026, the Company granted an aggregate of 57,079 options to purchase the Company’s common stock to certain 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 $19.24. The options vest one year from the date of issuance.

On January 21, 2026, the Company granted 13,696 options to purchase the Company’s common stock to 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 of $19.24. The options vest one year from the date of issuance.

The Company used the Black-Scholes model to determine the fair value of stock options granted during the nine months ended January 31, 2026. 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 unaudited condensed consolidated statements of operations totaled $111,962 and $997,496 for the three months ended January 31, 2026 and 2025, respectively, and $271,454 and $1,012,300 for the nine months ended January 31, 2026 and 2025, respectively. A balance of $1,249,987 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 0.82 years.

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2026

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

SCHEDULE OF STOCK BASED EXPENSE FOR STOCK OPTION

Stock Warrants

A summary of the Company’s outstanding warrants to purchase shares of common stock as of January 31, 2026, and the changes during the period are presented below:

SCHEDULE OF STOCK WARRANT ACTIVITY

As of January 31, 2026, the aggregate intrinsic value of warrants outstanding and exercisable was $21,518,651.

On December 23, 2025, the Company granted warrants to purchase up to 961,079 shares of common stock at an exercise price of $23 per share in connection with a Securities Purchase Agreement with certain investors providing for the issuance and sale by the Company in a non-brokered private placement (see Note 10 – Common Stock Issued for Cash).