NOTE 10 — STOCKHOLDERS’ EQUITY

As of January 31, 2024, 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 January 31, 2024 and April 30, 2023.

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

On October 24, 2023, the Company issued an aggregate of 7,569 shares of common stock to a consultant in connection with an advisory consulting agreement for services rendered from April 2023 to September 2023. The 7,569 shares of common stock had a fair value of $30,000, or $3.96 per share, based on the quoted trading price on the date of grants, which was fully vested and expensed over each monthly service period from April 2023 to September 2023. In connection with this issuance, the Company reduced accrued liabilities by $5,000 and recognized stock-based compensation of $25,000 during the nine months ended January 31, 2024.

On October 24, 2023, the Company issued an aggregate of 5,578 shares of common stock to a consultant in connection with a consulting agreement for services rendered from April 2023 to September 2023. The 5,578 shares of common stock had a fair value of $22,500, or $4.03 per share, based on the quoted trading price on the date of grants, which was fully vested and expensed over each monthly service period from April 2023 to September 2023. The Company reduced accrued liabilities by $1,750 and recognized stock-based compensation of $20,750 during the nine months ended January 31, 2024.

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2024

On October 24, 2023, 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 2023 to April 2024. The 25,000 shares of common stock had a fair value of $144,000, or $5.76 per share, based on the quoted trading price on the date of grant. The Company reduced accrued liabilities by $8,400, recognized stock-based compensation of $108,000 and recorded prepaid stock-based expense of $27,600 at January 31, 2024 to be amortized over the term of this agreement.

Total stock-based compensation expense for awards issued for services of $436,823 and $553,594 was expensed for the nine months ended January 31, 2024 and 2023, respectively. Total stock compensation expense for awards issued for services of $67,761 and $184,531 was expensed for the three months ended January 31, 2024 and 2023, respectively. There are 23,829 unvested restricted stock units with unvested compensation expense of $224,750 at January 31, 2024 remaining to be expensed over future vesting periods of a weighted average period of 0.47 year. There were 409,646 vested restricted stock units awarded but unissued into common stock as of January 31, 2024. A total of 433,475 restricted stock units are outstanding, vested and unvested, as of January 31, 2024.

A summary of the changes in restricted stock units outstanding during the nine months ended January 31, 2024 follows:

 SCHEDULE OF ACTIVITY RESTRICTED STOCK UNITS

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.

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2024

Stock options

The following is a summary of the Company’s stock option activity during the nine months ended January 31, 2024:

 SCHEDULE OF STOCK OPTION ACTIVITY

At January 31, 2024 and April 30, 2023, 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 $22,206 and $485,605 for the nine months ended January 31, 2024 and 2023, respectively. Stock-based compensation for stock options recorded in the unaudited consolidated statements of operations totaled $7,402 and $470,802 for the three months ended January 31, 2024 and 2023, respectively. A balance of $27,136 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 0.98 years.

Stock Warrants

A summary of the Company’s outstanding warrants to purchase shares of common stock as of January 31, 2024, and changes during the period ended as presented below:

 SCHEDULE OF STOCK WARRANTS

As of January 31, 2024, the aggregate intrinsic value of warrants outstanding and exercisable was $0.

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2024