UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________to _____________

Commission file number: 001-08266

U.S. GOLD CORP.

(Exact Name of Registrant as Specified in its Charter)

Nevada		22-1831409
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1910 E. Idaho Street, Suite 102-Box 604, Elko, NV		89801
(Address of Principal Executive Offices)		(Zip Code)

(800) 557-4550

(Registrant’s Telephone Number, including Area Code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		USAU		Nasdaq Capital Market

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Common Stock ($0.001 par value): As of March 13, 2026, there were 16,501,163 shares outstanding.

U.S. GOLD CORP.

FORM 10-Q

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets as of January 31, 2026 and April 30, 2025 (Unaudited)	4
	Condensed Consolidated Statements of Operations for the three and nine months ended January 31, 2026 and 2025 (Unaudited)	5
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended January 31, 2026 and 2025 (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the nine months ended January 31, 2026 and 2025 (Unaudited)	8
	Notes to Condensed Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	31
Item 6.	Exhibits	31
Signature Page		32

FORWARD-LOOKING STATEMENTS

Some information contained in or incorporated by reference into this Quarterly Report on Form 10-Q (this “Form 10-Q”) may contain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements include comments relating to the ability of available cash reserves at January 31, 2026, to be sufficient for greater than the next twelve months; U.S. Gold Corp.’s (the “Company,” “we,” “us,” or “our”) ability to continue as a going concern expected legal and accounting expenses to maintain compliance with the Sarbanes-Oxley Act of 2002 and the effect of these expenses on the Company’s profitability and our results of operations; and the Company’s expectation that it will have sufficient cash to fund corporate activities, general administrative costs, and currently undertaken project activities related to permitting and engineering studies over the next twelve months.

We use the words “anticipate,” “continue,” “likely,” “estimate,” “expect,” “may,” “could,” “will,” “project,” “should,” “believe” and variations of such words and similar expressions to identify forward-looking statements. Statements that contain these words discuss our future expectations and plans, or state other forward-looking information. Although we believe the expectations and assumptions reflected in those forward-looking statements are reasonable, we cannot assure you that these expectations and assumptions will prove to be correct. Our actual results could differ materially from those expressed or implied in these forward-looking statements as a result of the factors set forth in, or incorporated by reference in this report, including:

	●	deviations from the projections set forth in the prefeasibility study for the CK Gold Project due to unanticipated variations in grade, unexpected challenges with potential mining of the deposit, volatility in commodity prices, variations in expected recoveries, increases in projected operating or capital costs, or delays in our permitting plans;
	●	mining exploration and development risks, including risks related to regulatory approvals, operational hazards and accidents, equipment breakdowns, contractor disputes, contractual disputes related to exploration properties and other unanticipated difficulties;
	●	the strength of the world economies;
	●	competition in the gold and precious minerals mining industries;
	●	fluctuations in interest rates and inflation rates;
	●	changes in governmental rules and regulations or actions taken by regulatory authorities;
	●	future adverse legislation regarding the mining industry and climate change;
	●	the impact of geopolitical events and other uncertainties, such as the conflicts in Ukraine and the Middle East;
	●	current and future political and economic factors in the United States and China and the relationship between the two countries;
	●	our ability to maintain compliance with the Nasdaq Capital Market LLC’s listing standards;
	●	volatility in the market price of our common stock;
	●	our ability to fund our business with our current cash reserves based on our currently planned activities;
	●	our ability to raise the necessary capital required to continue our business on terms acceptable to us or at all;
	●	our expected cash needs and the availability and plans with respect to future financing;
	●	our ability to maintain the adequacy of internal control over financial reporting;
	●	adverse technological changes and cybersecurity threats;
	●	our ability to retain key management and mining personnel necessary to operate and grow our business successfully; and
	●	the factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended April 30, 2025 (“fiscal year 2025”), as amended October 10, 2025.

Many of these factors are beyond our ability to control or predict. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, such statements can only be based on facts and factors currently known to us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. These statements speak only as of the date of this Form 10-Q. Except as required by law, we are not obligated to publicly release any revisions to these forward-looking statements to reflect future events or developments. All subsequent written and oral forward-looking statements attributable to us and persons acting on our behalf are qualified in their entirety by the cautionary statements contained in this section and elsewhere in this Form 10-Q.

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

U.S. GOLD CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	January 31,			April 30,
	2026			2025

ASSETS
CURRENT ASSETS:
Cash	$	36,087,724		$	8,168,767
Prepaid expenses and other current assets		692,182			726,631

Total current assets		36,779,906			8,895,398

NON - CURRENT ASSETS:
Property, net		2,311,259			431,875
Reclamation bond deposit		1,256,929			1,134,329
Operating lease right-of-use asset, net		68,597			34,410
Mineral rights		14,370,255			14,370,255

Total non - current assets		18,007,040			15,970,869

Total assets	$	54,786,946		$	24,866,267

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	1,274,798		$	636,734
Stock payable		62,500			208,809
Operating lease liabilities, current portion		44,212			34,410

Total current liabilities		1,381,510			879,953

LONG- TERM LIABILITIES
Warrant liability		-			11,631,100
Asset retirement obligation		363,832			338,421
Operating lease liabilities		24,384			-
Deferred tax liability		430,486			430,486
Total long-term liabilities		818,702			12,400,007

Total liabilities		2,200,212			13,279,960

Commitments and Contingencies (see Note 12)		-			-

STOCKHOLDERS’ EQUITY :
Preferred stock, $0.001 par value; 50,000,000 shares authorized, no shares issued and outstanding as of January 31, 2026 and April 30, 2025		-			-
Common stock, $0.001 par value; 200,000,000 shares authorized; 16,455,121 shares and 12,692,784 shares issued and outstanding as of January 31, 2026 and April 30, 2025		16,455			12,693
Additional paid-in capital		157,821,391			104,980,837
Accumulated deficit		(105,251,112	)		(93,407,223	)

Total stockholders’ equity		52,586,734			11,586,307

Total liabilities and stockholders’ equity	$	54,786,946		$	24,866,267

See accompanying notes to unaudited condensed consolidated financial statements.

U.S. GOLD CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended			For the Three Months Ended			For the Nine Months Ended			For the Nine Months Ended
	January 31, 2026			January 31, 2025			January 31, 2026			January 31, 2025

Net revenues	$	-		$	-		$	-		$	-

Operating expenses:
Compensation and related taxes - general and administrative		1,188,162			1,399,471			1,836,010			1,862,303
Exploration costs		436,910			745,234			1,317,280			1,957,284
Professional and consulting fees		2,571,947			1,962,899			6,530,688			3,277,342
General and administrative expenses		1,149,845			982,773			3,855,944			2,728,635

Total operating expenses		5,346,864			5,090,377			13,539,922			9,825,564

Loss from operations		(5,346,864	)		(5,090,377	)		(13,539,922	)		(9,825,564	)

Other income (expense):
Interest income		57,025			58,910			191,033			100,465
Other income		6,000			-			10,000			-
Change in fair value of warrant liability		-			(1,330,550	)		1,495,000			(3,064,750	)

Total other income (expense)		63,025			(1,271,640	)		1,696,033			(2,964,285	)

Loss before provision for income taxes		(5,283,839	)		(6,362,017	)		(11,843,889	)		(12,789,849	)

Provision for income taxes		-			-			-			-

Net loss	$	(5,283,839	)	$	(6,362,017	)	$	(11,843,889	)	$	(12,789,849	)

Net loss per common share, basic and diluted	$	(0.35	)	$	(0.54	)	$	(0.82	)	$	(1.15	)

Weighted average common shares outstanding - basic and diluted		15,264,451			11,753,492			14,487,165			11,075,105

See accompanying notes to unaudited condensed consolidated financial statements.

U.S. GOLD CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2026 AND 2025


	Common Stock				Additional						Total
	$0.001 Par Value				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Capital			Deficit			Equity

Balance, April 30, 2025		12,692,784	$	12,693	$	104,980,837		$	(93,407,223	)	$	11,586,307

Issuance of common stock for services including accrued and prepaid services		32,049		32		251,277			-			251,309

Issuance of common stock for exercise of stock options		2,742		3		13,201			-			13,204

Issuance of common stock for exercise of stock warrants		1,038,384		1,038		6,481,974			-			6,483,012

Issuance of common stock for cashless exercise of stock warrants		260,071		260		(260	)		-			-

Reclassification of warrant liability into equity upon exercise of warrants		-		-		10,136,100			-			10,136,100

Accretion of stock based compensation in connection with stock option grants		-		-		79,746			-			79,746

Stock-based compensation in connection with restricted common stock award grants and restricted and deferred common stock unit grants		-		-		55,267			-			55,267

Net loss		-		-		-			(2,077,499	)		(2,077,499	)

Balance, July 31, 2025		14,026,030		14,026		121,998,142			(95,484,722	)		26,527,446

Issuance of common stock for cash		38,541		38		523,238			-			523,276

Issuance of common stock for exercise of stock options		1,726		2		13,202			-			13,204

Issuance of common stock for exercise of stock warrants		266,665		267		1,864,703			-			1,864,970

Issuance of common stock for cashless exercise of stock warrants		52,240		52		(52	)		-			-

Accretion of stock based compensation in connection with stock option grants		-		-		79,746			-			79,746

Stock-based compensation in connection with restricted common stock award grants and restricted and deferred common stock unit grants		-		-		55,268			-			55,268

Net loss		-		-		-			(4,482,551	)		(4,482,551	)

Balance, October 31, 2025		14,385,202		14,385		124,534,247			(99,967,273	)		24,581,359

Issuance of common stock for cash		1,922,159		1,922		31,170,215			-			31,172,137

Issuance of common stock for exercise of stock options		1,726		2		13,202			-			13,204

Issuance of common stock for exercise of stock warrants		146,034		146		1,892,047			-			1,892,193

Accretion of stock based compensation in connection with stock option grants		-		-		111,962			-			111,962

Stock-based compensation in connection with restricted common stock award grants and restricted and deferred common stock unit grants		-		-		99,718			-			99,718

Net loss		-		-		-			(5,283,839	)		(5,283,839	)

Balance, January 31, 2026		16,455,121	$	16,455	$	157,821,391		$	(105,251,112	)	$	52,586,734

	Common Stock				Additional						Total
	$0.001 Par Value				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Capital			Deficit			Equity

Balance, April 30, 2024		10,732,277	$	10,732	$	90,297,824		$	(72,848,101	)	$	17,460,455

Accretion of stock based compensation in connection with stock option grants		-		-		7,402			-			7,402

Stock-based compensation in connection with restricted common stock award grants and restricted common stock unit grants		-		-		9,375			-			9,375

Net loss		-		-		-			(4,325,305	)		(4,325,305	)

Balance, July 31, 2024		10,732,277		10,732		90,314,601			(77,173,406	)		13,151,927

Issuance of common stock for exercise of stock warrants		15,000		15		67,185			-			67,200

Issuance of common stock for services including accrued and prepaid services		30,212		30		119,970			-			120,000

Issuance of common stock for vested restricted stock unit		7,927		8		(8	)		-			-

Accretion of stock based compensation in connection with stock option grants		-		-		7,402			-			7,402

Net loss		-		-		-			(2,102,527	)		(2,102,527	)

Balance, October 31, 2024		10,785,416		10,785		90,509,150			(79,275,933	)		11,244,002
Balance		10,785,416		10,785		90,509,150			(79,275,933	)		11,244,002

Issuance of common stock, net of issuance cost		1,457,700		1,458		10,145,643			-			10,147,101

Issuance of common stock for exercise of stock warrants		105,000		105		508,295			-			508,400

Issuance of common stock for vested restricted and deferred stock unit		-		-		932,230			-			932,230

Accretion of stock based compensation in connection with stock option grants		-		-		997,496			-			997,496

Net loss		-		-		-			(6,362,017	)		(6,362,017	)

Balance, January 31, 2025		12,348,116	$	12,348	$	103,092,814		$	(85,637,950	)	$	17,467,212
Balance		12,348,116	$	12,348	$	103,092,814		$	(85,637,950	)	$	17,467,212

See accompanying notes to unaudited condensed consolidated financial statements.

U.S. GOLD CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Nine Months Ended			For the Nine Months Ended
	January 31, 2026			January 31, 2025

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(11,843,889	)	$	(12,789,849	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		44,720			24,148
Accretion		25,411			23,111
Amortization of right-of-use asset		43,867			42,681
Stock based compensation		501,707			2,008,905
Amortization of prepaid stock based expenses		30,000			15,000
Change in fair value of warrant liability		(1,495,000	)		3,064,750
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		41,949			72,160
Reclamation bond deposit		(122,600	)		25,000
Accounts payable and accrued liabilities		638,064			403,950
Stock payable		47,500			-
Operating lease liability		(43,868	)		(42,682	)

NET CASH USED IN OPERATING ACTIVITIES		(12,132,139	)		(7,152,826	)

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment		-			(6,158	)
Purchase of land and building		(1,924,104	)		-

NET CASH USED IN INVESTING ACTIVITIES		(1,924,104	)		(6,158	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock, net of issuance cost		31,695,413			10,147,101
Proceeds from issuance of common stock for exercise of stock option		39,612			-
Proceeds from issuance of common stock for exercise of stock warrants		10,240,175			575,600

NET CASH PROVIDED BY FINANCING ACTIVITIES		41,975,200			10,722,701

NET INCREASE IN CASH		27,918,957			3,563,717

CASH - beginning of year		8,168,767			5,574,278

CASH - end of period	$	36,087,724		$	9,137,995

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	-		$	-
Income taxes	$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Issuance of common stock for accrued services	$	193,809		$	42,500
Issuance of common stock for prepaid services	$	37,500		$	7,500
Reclassification of warrant liability into equity upon exercise of warrants	$	10,136,100		$	-
Operating lease right-of-use asset and operating lease liability recorded upon lease modification	$	78,054		$	21,564

See accompanying notes to unaudited condensed consolidated financial statements.

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2026

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization

U.S. Gold Corp., formerly known as Dataram Corporation (the “Company”), was originally incorporated in the State of New Jersey in 1967 and was subsequently re-incorporated under the laws of the State of Nevada in 2016. Effective June 26, 2017, the Company changed its name to U.S. Gold Corp. from Dataram Corporation. On May 23, 2017, the Company merged with Gold King Corp. (“Gold King”), in a transaction treated as a reverse acquisition and recapitalization, and the business of Gold King became the business of the Company. The Company is a gold and precious metals exploration company pursuing exploration and development properties. The Company owns certain mining leases and other mineral rights comprising the CK Gold Project in Wyoming, the Keystone Project in Nevada and the Challis Gold Project in Idaho. The Company has established an estimate of proven and probable mineral reserves under subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission (“S-K 1300”) at its CK Gold Project, where the Company is conducting exploration and pre-development activities, and all of its activities on its other properties are exploratory in nature.

The Company’s CK Gold property contains proven and probable mineral reserves and accordingly is classified as a development stage property, as defined in S-K 1300. None of the Company’s other properties contain proven and probable mineral reserves and all activities are exploratory in nature.

Unless the context otherwise requires, all references herein to the “Company” refer to U.S. Gold Corp. and its consolidated subsidiaries.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and principles of consolidation

The accompanying interim unaudited condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), the instructions to Form 10-Q, and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for interim financial information, which includes the unaudited condensed consolidated financial statements and presents the unaudited condensed consolidated financial statements of the Company and its wholly owned subsidiaries as of January 31, 2026. All intercompany transactions and balances have been eliminated. The accounting policies and procedures used in the preparation of these unaudited condensed consolidated financial statements have been derived from the audited financial statements of the Company for the fiscal year ended April 30, 2025, which are contained in the Form 10-K filed on July 29, 2025, as amended October 10, 2025. The unaudited condensed consolidated balance sheet as of April 30, 2025 was derived from those financial statements. It is management’s opinion that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statement presentation. Operating results during the nine months ended January 31, 2026, are not necessarily indicative of the results to be expected for the fiscal year ending April 30, 2026 (“fiscal year 2026”).

Use of Estimates and Assumptions

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet, and revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, valuation of mineral rights, stock-based compensation, the fair value of common stock, valuation of warrant liability, asset retirement obligations and the valuation of deferred tax assets and liabilities.

Fair Value Measurements

The Company has adopted ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied in accordance with U.S. GAAP, which requires the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2026

ASC 820 defines fair value a

SEC Form 10-Q filed by U.S. Gold Corp.