NOTE 10 — STOCKHOLDERS’ EQUITY

As of October 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 October 31, 2024 and April 30, 2024.

Common Stock issued for exercise of Common Stock Purchase Warrants

In October 2024, the Company issued 15,000 shares of common stock for the exercise of common stock purchase warrants and received proceeds of approximately $67,200.

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

On September 26, 2024, the Company issued 16,216 shares of common stock to a consultant in connection with a consulting agreement for services to be rendered from March 2024 to March 2025. The 16,216 shares of common stock had a fair value of $60,000, or $3.70 per share, based on the quoted trading price on the starting date of the consulting agreement. The Company reduced accrued liabilities by $7,500, recognized stock-based compensation of $30,000 and recorded prepaid stock-based expense of $22,500 at October 31, 2024 to be amortized over the term of the agreement.

On September 26, 2024, the Company issued 7,927 shares of common stock to a former director in connection with vested restricted stock units (RSUs).

On September 30, 2024, the Company issued an aggregate of 13,996 shares of common stock to a consultant in connection with an advisory consulting agreement for services rendered from October 2023 to September 2024. The 13,996 shares of common stock had a fair value of $60,000, or $4.29 per share, based on the quoted trading prices on the respective monthly valuation dates, which was fully vested and expensed over each monthly service period from October 2023 to September 2024. In connection with this issuance, the Company reduced accrued liabilities by $35,000 and recognized stock-based compensation of $25,000 during the six months ended October 31, 2024.

Total stock-based compensation expense for awards issued for services of $9,375 and $369,062 was expensed for the six months ended October 31, 2024 and 2023, respectively. There are 20,000 unvested RSUs with unvested compensation expense of $206,000 at October 31, 2024 remaining to be expensed and shall vest upon occurrence of certain conditions. There were 405,548 vested RSUs awarded but unissued into common stock as of October 31, 2024. A total of 425,548 RSUs are outstanding, vested and unvested, as of October 31, 2024.

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

SCHEDULE OF ACTIVITY RESTRICTED STOCK UNITS 

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2024

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.

Stock options

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

SCHEDULE OF STOCK OPTION ACTIVITY 

At October 31, 2024 and April 30, 2024, the aggregate intrinsic value of options outstanding and exercisable were $158,200 and $0, respectively.

Stock-based compensation for stock options recorded in the unaudited condensed consolidated statements of operations totaled $14,804 for both six months ended October 31, 2024 and 2023. A balance of $4,933 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 0.23 years.

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2024

Stock Warrants

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

SCHEDULE OF STOCK WARRANT ACTIVITY 

As of October 31, 2024, the aggregate intrinsic value of warrants outstanding and exercisable was $2,401,200.