Quarterly report pursuant to Section 13 or 15(d)

STOCKHOLDERS??? EQUITY

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STOCKHOLDERS’ EQUITY
 6 Months Ended
Oct. 31, 2022
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 10 — STOCKHOLDERS’ EQUITY

 

As of October 31, 2022, 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

 

Total stock compensation expense for awards issued for services of $369,063 and $416,974 was expensed for the six months ended October 31, 2022 and 2021, respectively. Total stock compensation expense for awards issued for services of $184,532 and $184,531 was expensed for the three months ended October 31, 2022 and 2021, respectively. A balance of $1,030,635 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 1.14 years. There were 288,742 restricted stock units awarded but unissued into common stock as of October 31, 2022.

 

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.

 

 

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2022

 

Stock options

 

The following is a summary of the Company’s stock option activity during the six months ended October 31, 2022:

 

    Number of
Options		     Weighted
Average
Exercise
Price		     Weighted
Average
Remaining
Contractual
Life
(Years)		  
Balance at April 30, 2022     148,060     $ 11.65       2.23  
Granted     —       —       —  
Exercised     —       —       —  
Forfeited     —       —       —  
Cancelled     —       —       —  
Balance at October 31, 2022     148,060       11.65       1.74  
                         
Options exercisable at end of period     128,410     $ 12.38          
Options expected to vest     19,650     $ 6.93          
Weighted average fair value of options granted during the period           $ —          

 

At October 31, 2022 and April 30, 2022, 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 $14,804 and $0 for the six months ended October 31, 2022 and 2021, respectively. Stock-based compensation for stock options recorded in the unaudited consolidated statements of operations totaled $7,402 and $0 for the three months ended October 31, 2022 and 2021, respectively. A balance of $64,145 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 2.23 years.

 

Stock Warrants

 

A summary of the Company’s outstanding warrants to purchase shares of common stock as of October 31, 2022 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, 2022     1,909,262     $ 9.29       4.38  
Granted     —       —       —  
Exercised     —       —       —  
Forfeited     —       —       —  
Canceled     —       —       —  
Balance at October 31, 2022     1,909,262       9.29       3.88  
Class A Warrants:                        
Balance at April 30, 2022     109,687       11.40       2.22  
Granted     —       —       —  
Exercised     —       —       —  
Forfeited     —       —       —  
Canceled     —       —       —  
Balance at October 31, 2022     109,687       11.40       1.72  
Total Warrants Outstanding at October 31, 2022     2,018,949     $ 9.41       3.76  
Warrants exercisable at end of period     2,018,949     $ 9.41          
Weighted average fair value of warrants granted during the period           $ —          

 

 

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2022

 

As of October 31, 2022, the aggregate intrinsic value of warrants outstanding and exercisable was $0.