Offerings // U.S. GOLD CORP.

USAU offering history

Every offering-related filing in U.S. GOLD CORP.’s recent SEC record — registrations (announced capacity) kept separate from pricing documents (executed sales). Reviewed 1,000 filings back to Oct 9, 2003.

Last executed offering

Dec 23, 2025

8-K — priced deal (shares or notes)

Last registration (announced)

Feb 4, 2026

S-1 — capacity, not a sale

Executed, last 12 months

424B pricings + 8-K 3.02 sales

Registered, last 12 months

S-1/S-3/F-series registrations

Date	Filing		What it means
Mar 9, 2026	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Mar 6, 2026	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Feb 4, 2026	S-1 →	REGISTERED	S-1 registration — capacity to sell shares, not a sale yet
Dec 23, 2025	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Dec 2, 2025	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Nov 17, 2025	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Jun 9, 2025	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
May 13, 2025	424B2 →	EXECUTED	Prospectus supplement priced — shares or notes (large filers: often a bond deal)
May 13, 2025	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
May 13, 2025	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
May 2, 2025	S-3 →	REGISTERED	S-3 registration — capacity to sell shares, not a sale yet
Nov 29, 2024	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Oct 21, 2024	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Oct 18, 2024	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Oct 7, 2024	S-1 →	REGISTERED	S-1 registration — capacity to sell shares, not a sale yet
Apr 19, 2024	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Apr 15, 2024	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Apr 6, 2023	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
May 13, 2022	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
May 12, 2022	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
May 5, 2022	S-3/A →	REGISTERED	S-3/A registration — capacity to sell shares, not a sale yet
Mar 17, 2022	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Feb 16, 2022	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Jan 28, 2022	S-3 →	REGISTERED	S-3 registration — capacity to sell shares, not a sale yet
Feb 26, 2021	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Feb 25, 2021	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Feb 25, 2021	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Feb 16, 2021	S-3 →	REGISTERED	S-3 registration — capacity to sell shares, not a sale yet
Feb 16, 2021	S-1 →	REGISTERED	S-1 registration — capacity to sell shares, not a sale yet
Feb 1, 2021	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Jan 28, 2021	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Aug 13, 2020	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Jul 7, 2020	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Jun 23, 2020	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Jun 23, 2020	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Jun 12, 2020	S-1 →	REGISTERED	S-1 registration — capacity to sell shares, not a sale yet
Jun 9, 2020	S-3 →	REGISTERED	S-3 registration — capacity to sell shares, not a sale yet
Mar 31, 2020	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Mar 30, 2020	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Sep 11, 2019	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)

USAU offering-related filings from SEC EDGAR, newest first (capped at 40). Each links to the original document.

Two honest limits. (1) A 424B takedown can price shares or notes— EDGAR’s metadata doesn’t say which, so open the document: large investment-grade filers use these mostly for bond deals (no dilution), small-caps mostly for shares. (2) At-the-market (ATM) programs sell shares gradually and individual sales are not separately filed — the visible footprint is the enabling shelf and its 424B5; actual ATM share counts surface later in the 10-Q/10-K share count. Educational information from public filings, not investment advice.

Is a shelf active now? →Do they need money? →Red flags →Full USAU workspace →

USAU offering FAQ

When did USAU last execute an offering?

Per SEC filings, U.S. GOLD CORP.'s most recent priced offering document is a 8-K filed 2025-12-23. Note a 424B takedown can price shares or notes (debt) — the linked document says which.

When did USAU last announce or register an offering?

The most recent registration is a S-1 filed 2026-02-04. A registration is capacity to sell shares — not a sale.

Does an offering always mean dilution?

Registered direct offerings and shelf takedowns issue new shares and dilute existing holders. Resale registrations (424B3/B7) let existing holders sell and do not create new shares. Secondary sales by insiders also do not dilute. Each row here is labeled with what it is.