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STOCKHOLDERS’ EQUITY
 3 Months Ended
Jul. 31, 2026
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 10 — STOCKHOLDERS’ EQUITY

 

As of July 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 July 31, 2026, and April 30, 2026.

 

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

 

On May 22, 2026, the Company issued 2,822 deferred stock units (DSUs) to a director of the Company for future services. The 2,822 DSUs had a fair value of $43,685, or $15.48 per share, based on the quoted trading price on the date of grant. The DSUs vest one year from the date of issuance.

 

On May 22, 2026, the Company issued 1,651 deferred stock units (DSUs) to a consultant of the Company for future services. The 1,651 DSUs had a fair value of $25,558, or $15.48 per share, based on the quoted trading price on the date of grant. The DSUs vest one year from the date of issuance.

 

Stock-based compensation expense for services (RSUs and DSUs) was recorded in the following amounts as reflected in the unaudited condensed consolidated statements of operations, depending on the recipient of the award:

 

SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE FOR SERVICES

   For the
three months ended
July 31, 2026		   For the
three months ended
July 31, 2025		 
Compensation and related taxes  $320,866   $49,270 
Professional and consulting fees   119,795    5,997 
Total  $440,641   $55,267 

 

As of July 31, 2026, there were 73,250 unvested RSUs and 35,548 unvested DSUs outstanding, with a total unvested compensation expense of $1,035,392 remaining to be expensed as further future vesting occurs. As of July 31, 2026, there were 522,196 vested RSUs and 44,265 vested DSUs that had been awarded but had not yet been converted into common stock. In total, 675,259 RSUs and DSUs, both vested and unvested, remained outstanding as of July 31, 2026.

 

 

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2026

 

A summary of the changes in RSUs and DSUs outstanding during the three months ended July 31, 2026, follows:

 

SCHEDULE OF ACTIVITY RESTRICTED AND DEFERRED STOCK UNITS

   Restricted and Deferred
Stock Units		   Weighted Average
Grant-Date Fair Value Per Share		 
Balance at April 30, 2026   670,786   $10.81 
Granted   4,473    15.48 
Vested and converted   -    - 
Balance at July 31, 2026   675,259   $10.84 

 

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.

 

Stock options

 

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

 

SCHEDULE OF STOCK OPTION ACTIVITY

   Number of
Options		   Weighted Average
Exercise Price		  

Weighted Average 
Remaining Contractual
Life (Years)

 
Balance at April 30, 2026   548,056   $9.34    3.16 
Granted   —    —    — 
Exercised   —    —    — 
Forfeited   —    —    — 
Cancelled   —    —    — 
Balance at July 31, 2026   548,056    9.34    2.91 
                
Options exercisable at end of period   438,468   $6.86      
Options expected to vest   109,588   $19.24      
Weighted average fair value of options granted during the period       $—      

 

 

At July 31, 2026, and April 30, 2026, the aggregate intrinsic value of options outstanding and exercisable was approximately $2,682,000 and $4,190,000, respectively.

 

 

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2026

 

Stock-based expense for stock options was recorded in the following amounts as reflected in the unaudited condensed consolidated statements of operations, depending on the recipient of the award:

 

SCHEDULE OF STOCK BASED EXPENSE FOR STOCK OPTION 

  

For the

three months ended

July 31, 2026

  

For the

three months ended

July 31, 2025

 
Compensation and related taxes  $119,325   $43,071 
Professional and consulting fees   203,638    36,675 
Total  $322,963   $79,746 

 

A balance of $560,557 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 0.48 years.

 

Stock Warrants

 

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

 

SCHEDULE OF STOCK WARRANT ACTIVITY

   Number of Warrants   Weighted Average
Exercise Price		  

Weighted Average

Remaining Contractual Life (Years)

 
             
Balance at April 30, 2026   3,165,583   $12.38    2.05 
Granted   —    —    — 
Exercised   —    —    — 
Forfeited   —    —    — 
Canceled   —    —    — 
Total Warrants Outstanding at July 31, 2026   3,165,583   $12.38    1.80 
Warrants exercisable at end of period   3,165,583   $12.38    1.80 
Weighted average fair value of warrants granted during the period       $—      

 

As of July 31, 2026, and April 30, 2026, the aggregate intrinsic value of warrants outstanding and exercisable was approximately $12,034,000 and $19,104,000, respectively.