USAU U.S. Gold Corp. - 8-K

Item
8.01 Other Events.

As
previously disclosed in the proxy statement of U.S. Gold Corp. (the “Company”) for its annual meeting of stockholders held
on April 27, 2026 (the “April 2026 Annual Meeting”), the Company expected to return to a more normalized schedule for its
next annual meeting of stockholders to be held in fiscal year 2026 and anticipated that the date of that meeting would change by more
than 30 days from the anniversary date of the April 2026 Annual Meeting. The proxy statement also stated that, if the deadlines for stockholder
proposals and director nominations changed, the Company would announce the new dates in a Form 10-Q or Form 8-K.

On
May 22, 2026, the board of directors of the Company established October 13, 2026 as the date of the Company’s annual meeting of
stockholders to be held in fiscal year 2026 (the “FY26 Annual Meeting”). As the date of the FY26 Annual Meeting has advanced
by more than 30 days from the anniversary date of the April 2026 Annual Meeting, in accordance with Rule 14a-5(f) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), the Company is informing its stockholders of such change. The record
date, time and location of the FY26 Annual Meeting will be as set forth in the Company’s proxy statement for the FY26 Annual Meeting
(the “Proxy Statement”).

To
be included in the proxy materials for the FY26 Annual Meeting, stockholder proposals submitted in compliance with Rule 14a-8 under the
Exchange Act (“Rule 14a-8”) must be received in writing at the following address, U.S. Gold Corp., 1910 East Idaho Street,
Suite 102-Box 604, Elko, Nevada 89801, Attention: Secretary, on or before July 27, 2026, which the Company has determined to be a reasonable
time before it expects to begin printing and mailing its proxy materials for the FY26 Annual Meeting.

In
accordance with the Company’s Second Amended and Restated Bylaws (“Bylaws”), if a stockholder wishes to present a proposal
before the FY26 Annual Meeting but does not wish to have a proposal considered for inclusion in the Proxy Statement and proxy in accordance
with Rule 14a-8 or to nominate someone for election as a director, the notice of stockholder proposals or director nominations for the
FY26 Annual Meeting must be received not earlier than close of business on June 15, 2026 and not later than close of business on July
15, 2026.

In
addition, if applicable, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees
at the FY26 Annual Meeting must comply with the “universal proxy rules,” Rule 14a-19 promulgated under the Exchange Act,
as required by and in addition to the Bylaws, including providing written notice on a timely basis no later than August 14, 2026, which
is 60 days prior the date of the FY26 Annual Meeting, and providing certain information required by Rule 14a-19 under the Exchange Act
(including a statement that such stockholder intends to solicit the holders of shares representing at least 67% of the voting power of
the Company’s shares entitled to vote on the election of directors in support of director nominees other than the Company’s
nominees) to the Company.

All
proposals, nominations, and/or notices must be delivered to the Company in compliance with all applicable SEC rules and regulations and
the Bylaws.