US Gold Corp (NASDAQ:USAU) saw its stock decline 3.9% on Thursday after the company filed a prospectus disclosing the potential resale of almost 2.9 million common shares by selling stockholders.
The filing states that selling stockholders may offer up to 2,883,238 shares of common stock. That total includes 1,922,159 shares that were issued in a private placement on December 23, 2025, plus 961,079 shares that could be issued upon the exercise of warrants tied to the same transaction.
The company indicated in the filing that it would not receive any proceeds from the sale of those shares by the selling stockholders. US Gold Corp would, however, receive funds if the associated warrants are exercised for cash; the filing says any such proceeds would be applied to general corporate purposes.
Under the terms disclosed, the selling stockholders acquired the private placement shares at $16.25 per share. The related warrants carry an exercise price of $23.00 per share and will expire two years after their issuance.
US Gold Corp describes itself as a development and exploration company focused on gold, copper and other precious metals. Its principal asset is the CK Gold Project in Wyoming, which the company characterizes as a development-stage property that contains proven and probable mineral reserves. Other properties in Nevada and Idaho remain in the exploratory stage, according to the filing.
The filing also states that US Gold Corp does not currently have any revenue-producing activities. Market data cited in the filing shows the last reported sale price of the company's common stock was $17.69 per share on February 3, 2026.
Context and next steps
The prospectus formally notifies the market that selling stockholders may offer the specified shares. The company will only receive cash proceeds if warrants are exercised for cash, and those funds would be allocated to general corporate purposes, per the filing.
Investors and market participants tracking the mining and precious-metals sector and capital markets will likely note the filing as an update to the company's outstanding share picture and potential future cash inflows tied to warrant exercise.