SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
of Report (Date of earliest event reported): November 3, 2017
name of registrant as specified in its charter)
or other jurisdiction
E. Idaho Street, Suite 102-Box 604, Elko, NV 89801
of principal executive offices and zip code)
telephone number, including area code: (800) 557-4550
name or former address, if changed since last report.)
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
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).
growth company [ ]
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. [ ]
7.01 Regulation FD Disclosure.
November 6, 2017, U.S. Gold Corp. (the “Company”) sent a letter dated November 3, 2017 (the “Shareholder
Letter”) and factsheet (the “Factsheet”) to its shareholders providing an update on the Company’s ongoing
copy of the form of the Shareholder Letter and Factsheet are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and
incorporated herein by reference. The Shareholder Letter and Factsheet are furnished herein, as part of this Item 7.01, as Exhibit
99.1 and Exhibit 99.2, respectively. Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this
Item 7.01, Exhibit 99.1 and Exhibit 99.2 shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Furthermore,
the information in this Item 7.01, Exhibit 99.1 and Exhibit 99.2 shall not be deemed to be incorporated by reference into the
filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth
by specific reference in such filing.
9.01 Financial Statements and Exhibits.
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.
November 6, 2017
Edward M. Karr|