Material Agreement · Equity Issuance

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 4, 2017 U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 1-8266 22-18314-09 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 777 Alexander Road, Suite 100, Princeton, NJ 08540 (Address of principal executive offices and zip code) Registrant’s telephone number, including area code: (609) 799-0071 (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. [ ] Item 1.01 Entry into a Material Definitive Agreement. Private Placement On July 4, 2017, the Company entered into a subscription agreement (the “Subscription Agreement”) with an investor relating to the issuance and sale of up to $500,000 of shares of the Company’s common stock, par value $0.001 (the “Common Stock” and such sale and issuance, the “Private Placement”). Each share of Common Stock was sold at a per share purchase price of $2.79. On July 7, 2017, the Company closed the Private Placement pursuant to which it sold 179,211 shares of Common Stock with gross proceeds to the Company of $499,998.69. The offering is being made pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), Rule 506 of Regulation D promulgated thereunder and/or Regulation S under the Securities Act. The foregoing descriptions of the Subscription Agreement and the Private Placement are not complete and are qualified in their entireties by reference to the full text of the Form of Subscription Agreement, a copy of which is filed as Exhibit 10.1, to this report and is incorporated by reference herein. Capital Markets Advisory Agreement In connection with the Private Placement, the Company also entered into a capital markets advisory agreement with the investor to provide services including, corporate presentation assistance, website review/assistance, acquisition candidate introductions, industry wide M&A opportunity introductions, potential exploration property acquisitions, institutional investor outreach, road show presentations, site visit organization, and introductions to analysts for future research coverage. The below risk factor relates to such capital markets advisory agreement and other investor relations activities of the Company. INVESTOR RELATIONS ACTIVITIES, NOMINAL “FLOAT” AND SUPPLY AND DEMAND FACTORS MAY AFFECT THE PRICE OF OUR STOCK. We expect to utilize various techniques such as non-deal road shows and investor relations campaigns in order to create investor awareness for the Company. These campaigns may include personal, video and telephone conferences with investors and prospective investors in which our business practices are described. We may provide compensation to investor relations firms and pay for newsletters, websites, mailings and email campaigns that are produced by third-parties based upon publicly-available information concerning the Company. We will not be responsible for the content of analyst reports and other writings and communications by investor relations firms not authored by the Company or from publicly available information. We do not intend to review or approve the content of such analysts’ reports or other materials based upon analysts’ own research or methods. Investor relations firms should generally disclose when they are compensated for their efforts, but whether such disclosure is made or complete is not under our control. In addition, investors in the Company may be willing, from time to time, to encourage investor awareness through similar activities. Investor awareness activities may also be suspended or discontinued which may impact the trading market our common stock. The SEC and The NASDAQ Stock Market LLC (“NASDAQ”) enforce various statutes and regulations intended to prevent manipulative or deceptive devices in connection with the purchase or sale of any security and carefully scrutinize trading patterns and company news and other communications for false or misleading information, particularly in cases where the hallmarks of “pump and dump” activities may exist, such as rapid share price increases or decreases. The Supreme Court has stated that manipulative action is a term of art connoting intentional or willful conduct designed to deceive or defraud investors by controlling or artificially affecting the price of securities. Often times, manipulation is associated by regulators with forces that upset the supply and demand factors that would normally determine trading prices. Securities regulators have often cited thinly-traded markets, small numbers of holders, and awareness campaigns as components of their claims of price manipulation and other violations of law when combined with manipulative trading, such as wash sales, matched orders or other manipulative trading timed to coincide with false or touting press releases. There can be no assurance that the Company’s or third-parties’ activities, or the small number of potential sellers or small percentage of stock in the “float,” or determinations by purchasers or holders as to when or under what circumstances or at what prices they may be willing to buy or sell stock will not artificially impact (or would be claimed by regulators to have affected) the normal supply and demand factors that determine the price of the stock. Item 3.02 Unregistered Sales of Equity Securities. Reference is made to the disclosure set forth under Item 1.01 above, which is incorporated by reference, in its entirety, into this Item 3.02. Item 7.01 Regulation FD Disclosure. On July 10, 2017, the Company issued a press release announcing a live, interactive online event where investors are invited to ask the company questions in real-time. The press release is attached hereto as Exhibit 99.1. The Company has also made available a presentation about its business, a copy of which is filed as Exhibit 99.2. The information contained in the presentation is summary information that should be considered in the context of the Company’s filings with the Securities and Exchange Commission and other public announcements the Company may make by press release or otherwise from time to time. The presentation speaks as of the date of this Report. While the Company may elect to update the presentation in the future to reflect events and circumstances occurring or existing after the date of this Report, the Company specifically disclaims any obligation to do so. The presentation contains forward-looking statements, and as a result, investors should not place undue reliance on these forward-looking statements. The information disclosed under this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Description of Exhibit 10.1 Form of Subscription Agreement 99.1 Press Release dated July 10, 2017 99.2 Presentation dated Summer 2017 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. U.S. GOLD, INC. Dated: July 10, 2017 /s/ Edward M. Karr Edward M. Karr Chief Executive Officer