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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
| [_] | Preliminary Proxy Statement | |
| [_] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| [X] | Definitive Proxy Statement | |
| [_] | Definitive Additional Materials | |
| [_] | Soliciting Material Pursuant to Rule Sec.240.14a-12 |
U.S. GOLD CORP.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| [X] | No fee required |
| [_] | Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| [_] | Fee paid previously with preliminary materials: |
| [_] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount previously paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
U.S. GOLD CORP.
1910 E. Idaho Street, Suite 102-Box 604
Elko, NV 98901
(800) 557-4550
SUPPLEMENT TO THE PROXY STATEMENT FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 13, 2018
This proxy statement supplement, dated September 12, 2018, supplements the definitive proxy statement (the “ Proxy Statement ”) filed by U.S. Gold Corp. (the “ Company ”) with the U.S. Securities and Exchange Commission (the “ SEC ”) on August 17, 2018, and made available to the Company’s shareholders in connection with the solicitation of proxies by the Board of Directors of the Company for the 2018 Annual Meeting of Shareholders to be held on September 13, 2018 and any adjournment or postponement thereof (the “ Annual Meeting ”).
On September 11, 2018 the Company issued a press release concerning its determination to withdraw a part of the agenda “PROPOSAL NO. 2 - APPROVAL OF AN AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION TO IMPLEMENT A REVERSE STOCK SPLIT OF THE COMPANY’S ISSUED AND OUTSTANDING COMMON STOCK AT A RATIO WITHIN A RANGE OF 1 FOR 2 TO 1 FOR 10 AT ANY TIME PRIOR TO SEPTEMBER 13, 2019” (“ Proposal No. 2 ”) and “PROPOSAL NO. 3 - APPROVAL OF ISSUANCE OF SECURITIES IN ONE OR MORE NON-PUBLIC OFFERINGS WHERE THE MAXIMUM DISCOUNT AT WHICH SECURITIES WILL BE OFFERED WILL BE EQUIVALENT TO A DISCOUNT OF 30% BELOW THE MARKET PRICE OF OUR COMMON STOCK IN ACCORDANCE WITH NASDAQ RULE 5635(d)” (“ Proposal No. 3 ”) and to partially revise the agenda to be submitted to the Annual Meeting.
Reason for Revision. –
This reflects the Board’s determination that a reverse split of the Company’s common stock and the issuance of securities at up to a 30% discount would not be pursued at the 2018 Annual Meeting. The Company has therefore determined to withdraw Proposal No. 2 and Proposal No. 3.
The September 13, 2018 meeting will commence at the previously scheduled time and location in order for management to provide shareholders with an opportunity to vote on each of the other proposals, however, the Company is withdrawing the portion of its prior proxy statement related to Proposal No. 2 and Proposal No. 3 and will no longer solicit votes for Proposal No. 2 or Proposal No. 3, nor call either proposal for action by shareholders.