STOCKHOLDERS’ EQUITY | NOTE 10 — STOCKHOLDERS’ EQUITY As of April 30, 2023, authorized capital stock consisted of 200,000,000 0.001 50,000,000 0.001 1,300,000 400,000 45,002 7,402 2,500 1,250 127 106,894 921,666 There were no Common Stock issued for cash On February 14, 2022, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional and accredited investors in connection with a registered direct offering of 384,741 6.50 192,370 8.00 2,500,817 30,767 On March 15, 2022, the Company entered into a definitive agreement with a single institutional investor in connection with a registered direct offering of 625,000 8.00 625,000 8.60 5 415,000 25,399 440,399 5 These 625,000 SCHEDULE OF WARRANT LIABILITY - Net proceeds on March 18, 2022 $ 4,559,600 Less: Proceeds allocated to warrant liability (3,652,000 ) Plus: Offering cost associated with warrant liability 190,840 Net proceeds on March 18, 2022 allocated to equity $ 1,098,440 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2023 Additionally, on April 10, 2023, the Company agreed to amend, effective as of the closing of a registered offering (see below), these 625,000 8.60 6.16 262,500 On April 10, 2023, the Company entered into a definitive agreement with a single institutional investor in connection with a registered direct offering of 870,000 5.75 870,000 6.16 5,002,500 415,175 37,115 452,290 5 These 870,000 - Net proceeds on April 10, 2023 $ 4,550,210 Less: Proceeds allocated to warrant liability (3,088,500 ) Plus: Offering cost associated with warrant liability 279,487 Net proceeds on April 10, 2023 allocated to equity $ 1,741,197 Common Stock Issued, Restricted Stock Awards, and RSU’s Granted for Services On June 1, 2021, the Company granted 2,097 2,097 25,000 11.92 On June 9, 2021, the Company issued 25,000 25,000 258,500 10.34 14,203 244,297 On July 19, 2021, the Company granted 15,322 15,322 150,000 9.79 25% On October 20, 2021, the Company issued 1,116 On October 22, 2021, the Company issued an aggregate of 2,162 2,162 22,500 10.41 On October 22, 2021, the Company issued an aggregate of 2,824 2,824 30,000 10.62 5,000 25,000 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2023 On January 24, 2022, the Company issued an aggregate of 47,108 47,108 326,475 6.93 On January 24, 2022, the Company issued an aggregate of 13,852 13,852 96,000 6.93 On January 24, 2022, the Company issued an aggregate of 25,685 25,685 178,000 6.93 On April 9, 2022, the Company issued 25,000 25,000 157,000 6.28 143,917 13,083 On April 22, 2022, the Company issued an aggregate of 2,749 2,749 22,500 8.18 On April 22, 2022, the Company issued an aggregate of 3,708 3,708 30,000 8.09 On April 22, 2022, the Company issued an aggregate of 5,814 5,814 50,000 8.60 33,333 16,667 On April 25, 2022, the Company issued 5,168 7,353 5,168 60,000 11.61 7,500 52,500 7,353 60,000 8.16 52,500 7,500 On April 25, 2022, the Company issued 12,634 12,634 130,000 10.29 14,286 14,286 130,000 9.10 113,750 130,000 16,250 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2023 On November 14, 2022, the Company issued an aggregate of 7,510 885 8,395 8,395 35,000 4.17 5,000 885 30,000 7,510 On November 14, 2022, the Company issued an aggregate of 5,425 5,425 22,500 4.15 On December 22, 2022, the Company issued 7,927 On March 10, 2023, the Company issued 33,419 33,419 130,000 3.89 5,417 113,750 On March 10, 2023, the Company issued 15,424 15,424 60,000 3.89 7,500 52,500 On April 4, 2023, the Company issued an aggregate of 5,404 5,404 25,000 4.63 Total stock compensation expense for awards issued for services of $ 738,125 1,386,512 90,160 661,573 0.68 343,315 433,475 A summary of the of changes in restricted stock units outstanding during the years ended April 30, 2023 and 2022, is as follows: SCHEDULE OF ACTIVITY RESTRICTED STOCK UNITS Restricted Weighted Balance at April 30, 2021 346,802 $ 10.30 Granted 104,064 7.45 Vested and converted (1,116 ) 11.21 Forfeited (8,348 ) 12.16 Balance at April 30, 2022 441,402 9.57 Vested and converted into common stock ( 7,927 ) 9.34 Balance at April 30, 2023 433,475 $ 9.57 Common Stock issued for exercise of Stock Warrants In April 2022, the Company issued 166,667 1,000,000 Equity Incentive Plan In August 2017, the Board approved the Company’s 2017 Plan including the reservation of 165,000 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2023 On August 6, 2019, the Board approved and adopted, subject to stockholder approval, the 2020 Plan. The 2020 Plan initially reserved 330,710 836,385 1,167,095 1,252,476 2,419,571 Stock options The following is a summary of the Company’s stock option activity during the years ended April 30, 2023 and 2022: SCHEDULE OF STOCK OPTION ACTIVITY Number of Weighted Weighted Balance at April 30, 2021 95,000 $ 14.63 1.57 Granted 58,060 6.93 5.00 Exercised — — — Forfeited — — — Cancelled (5,000 ) 13.40 — Balance at April 30, 2022 148,060 11.65 2.23 Granted 140,000 5.02 5.00 Exercised — — — Forfeited — — — Cancelled (95,310 ) 14.27 — Balance at April 30, 2023 192,750 5.73 4.44 Options exercisable at end of year 179,650 $ 5.44 Options expected to vest 13,100 $ 6.93 Weighted average fair value of options granted during the year $ 3.31 At April 30, 2023 and 2022, the aggregate intrinsic value of options outstanding and exercisable were de minimis On January 24, 2022, the Company granted an aggregate of 26,200 5 6.93 The options vest 25% on the date of grant and 25% each next three years On January 24, 2022, the Company granted an aggregate of 21,240 5 6.93 On January 24, 2022, the Company granted an aggregate of 10,620 5 6.93 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2023 The Company used the Black-Scholes model to determine the fair value of stock options granted during the year ended April 30, 2022. In applying the Black-Scholes option pricing model to options granted, the Company used the following assumptions: SCHEDULE OF STOCK OPTION For the Year Ended Risk free interest rate 1.53 % Dividend yield 0.00 % Expected volatility 82 % Contractual and expected term (in years) 5.0 Forfeiture rate 0.00 % On January 12, 2023, the Company granted an aggregate of 48,000 5 5.02 On January 12, 2023, the Company granted an aggregate of 70,000 5 5.02 On January 12, 2023, the Company granted an aggregate of 22,000 5 5.02 The Company used the Black-Scholes model to determine the fair value of stock options granted during the year ended April 30, 2023. In applying the Black-Scholes option pricing model to options granted, the Company used the following assumptions: For the Year Ended Risk free interest rate 3.53 % Dividend yield 0.00 % Expected volatility 80 % Contractual and expected term (in years) 5.0 Forfeiture rate 0.00 % Stock-based compensation for stock options recorded in the consolidated statements of operations totaled $ 493,008 183,475 49,342 1.73 Stock-based expense for stock options were recorded in the following as reflected in the consolidated statements of operations: SCHEDULE OF STOCK-BASED EXPENSE FOR STOCK OPTION For the Year Ended For the Year Ended Compensation and related taxes – general and administrative $ 188,488 $ 39,475 Professional and consulting fees 304,520 144,000 Total $ 493,008 $ 183,475 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2023 Stock Warrants The following is a summary of the Company’s stock warrant activity during the years ended April 30, 2023 and 2022: SCHEDULE OF STOCK WARRANT ACTIVITY Number of Warrants Weighted Average Weighted Average Remaining Contractual Warrants with no Class designation: Balance at April 30, 2021 1,428,794 $ 12.00 4.08 Granted 817,370 8.46 5.39 Exercised (166,667 ) 6.00 3.33 Forfeited (170,235 ) 31.25 — Canceled — — — Balance at April 30, 2022 1,909,262 9.29 4.38 Granted 870,000 6.16 5.51 Exercised — — — Forfeited — — — Canceled — — — Balance at April 30, 2023 2,779,262 7.76 4.27 Class A Warrants: Balance at April 30, 2021 109,687 11.40 3.22 Granted — — — Exercised — — — Forfeited — — — Canceled — — — Balance at April 30, 2022 109,687 11.40 2.22 Granted — — — Exercised — — — Forfeited — — — Canceled — — — Balance at April 30, 2023 109,687 11.40 1.22 Total Warrants Outstanding at April 30, 2023 2,888,949 $ 7.90 4.15 Warrants exercisable at end of year 2,018,949 $ 8.65 Weighted average fair value of warrants granted during the year $ 3.55 As of April 30, 2023 and 2022, the aggregate intrinsic value of warrants outstanding and exercisable were de minimis Concurrent with the sales of common stock on February 14, 2022, the Company issued warrants to purchase 192,370 8.00 five years Concurrent with the sale of common stock on March 18, 2022, the Company issued warrants to purchase 625,000 8.60 5 625,000 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2023 Additionally, on April 10, 2023, the Company agreed to amend, effective as of the closing of a registered offering (see Note 10), the 625,000 8.60 6.16 In April 2022, the Company issued 166,667 1,000,000 Concurrent with the sale of common stock on April 10, 2023, the Company issued warrants to purchase 870,000 6.16 5 870,000 |