Quarterly report pursuant to Section 13 or 15(d)

STOCKHOLDERS??? EQUITY

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STOCKHOLDERS’ EQUITY
6 Months Ended
Oct. 31, 2021
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 9 — STOCKHOLDERS’ EQUITY

 

As of October 31, 2021, 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.

 

Common Stock Issued, Restricted Stock Awards, and RSU’s Granted for Services

 

On June 1, 2021, the Company granted 2,097 RSU’s to a consultant for consulting services rendered. The 2,097 RSU’s had a fair value of $25,000 or $11.92 per share of common stock based on the quoted trading price on the date of grant. The RSU’s fully vested and expensed immediately.

 

On June 9, 2021, the Company issued 25,000 shares of common stock to a consultant in connection with an investor relations agreement for services to be rendered from April 2021 to April 2022. The 25,000 shares of common stock had a fair value of $258,500, or $10.34 per share, based on the quoted trading price on the date of grant, to be amortized over the term of the consulting agreement.

 

 

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2021

 

On July 19, 2021, the Company granted 15,322 RSU’s to an employee pursuant to his employment agreement. The 15,322 RSU’s had a fair value of $150,000 or $9.79 per share of common stock based on the quoted trading price on the date of grant. The RSU’s vested 25% on the date of issuance, and the remaining shall vest one-third over a three-year period from the date of issuance.

 

On October 20, 2021, the Company issued 1,116 shares of common stock to a former employee in connection with vested RSU’s on the date of termination of service.

 

On October 22, 2021, the Company issued an aggregate of 2,162 shares of common stock to a consultant in connection with a consulting agreement for services rendered from May 2021 to October 2021. The 2,162 shares of common stock had a fair value of $22,500, or $10.41 per share, based on the quoted trading price on the date of grants, which was fully vested and expensed immediately.

 

On October 22, 2021, the Company issued an aggregate of 2,824 shares of common stock to a consultant in connection with an advisory consulting agreement for services rendered from April 2021 to September 2021. The 2,824 shares of common stock had a fair value of $30,000, or $10.62 per share, based on the quoted trading price on the date of grants, which was fully vested. In connection with this issuance, the Company reduced accrued liabilities by $5,000 and recognized stock-based consulting of $25,000 during the six months ended October 31, 2021.

 

Total stock compensation expense for awards issued for services of $184,531 and $77,250 was expensed for the three months ended October 31, 2021 and 2020, respectively. Total stock compensation expense for awards issued for services of $416,974 and $97,468 was expensed for the six months ended October 31, 2021 and 2020, respectively. A balance of $1,768,760 remains to be expensed over future vesting periods related to unvested restricted stock units issued for services to be expensed over a weighted average period of 2.14 years.

 

Equity Incentive Plan

 

In August 2017, the Board approved the Company’s 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 Plan. The 2020 Plan reserves 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.

 

Stock options

 

The following is a summary of the Company’s stock option activity during the six months ended October 31, 2021:

 

    Number of
Options
    Weighted
Average
Exercise
Price
    Weighted
Average
Remaining
Contractual
Life
(Years)
 
Balance at April 30, 2021     95,000     $ 14.63       1.57  
Granted                  
Exercised                  
Forfeited                  
Cancelled     (5,000 )     13.40        
Balance at October 31, 2021     90,000       14.70       1.08  
                         
Options exercisable at end of period     90,000     $ 14.70          
Options expected to vest         $          
Weighted average fair value of options granted during the period           $          

 

 

 

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2021

 

At October 31, 2021 and April 30, 2021, the aggregate intrinsic value of options outstanding and exercisable were de minimis for each period.

 

Stock-based compensation for stock options recorded in the unaudited consolidated statements of operations totaled $0 and $137,650 for the three months ended October 31, 2021 and 2020, respectively. Stock-based compensation for stock options recorded in the unaudited consolidated statements of operations totaled $0 and $188,912 for the six months ended October 31, 2021 and 2020, respectively. There were no unvested options remaining.

 

Stock Warrants

 

A summary of the Company’s outstanding warrants to purchase shares of common stock as of October 31, 2021 and changes during the period ended as presented below:

 

    Number of Warrants     Weighted Average
Exercise
Price
    Weighted Average Remaining Contractual
Life
(Years)
 
Warrants with no Class designation:                        
Balance at April 30, 2021     1,428,794     $ 12.00       4.08  
Granted                  
Exercised                  
Forfeited     (170,235 )     31.25        
Canceled                  
Balance at October 31, 2021     1,258,559       9.40       4.17  
Class A Warrants:                        
Balance at April 30, 2021     109,687       11.40       3.22  
Granted                  
Exercised                  
Forfeited                  
Canceled                  
Balance at October 31, 2021     109,687       11.40       2.72  
Total Warrants Outstanding at October 31, 2021     1,368,246     $ 9.56       4.05  
 Warrants exercisable at end of period     1,368,246     $ 9.56          
Weighted average fair value of warrants granted during the period           $      

 

 

 

 

 

As of October 31, 2021, the aggregate intrinsic value of warrants outstanding and exercisable was $2,959,600.