SEC Form 4 · accession 0001420506-16-000685
U.S. GOLD CORP. · USAU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anthony Lougee
Officer — Chief Financial Officer
Period of report
Jan 15, 2016
Accepted (ET)
Jan 25, 2016 · 3:40 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000027093
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001F1,F3 | Jan 19, 2016 | A | 27,000 | — | A | 38,475 | D | |
| Common Stock, par value $0.001F2 | Jan 21, 2016 | C | 4,500 | — | A | 42,975 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock WarrantsF7,F4 | $2.94 | Jan 15, 2016 | D | 3,000 | D | Jan 15, 2015 | Jan 15, 2020 | Common Stock | 3,000 | 0 | D |
| Common Stock WarrantsF7,F4 | $3.00 | Jan 15, 2016 | D | 3,000 | D | Jan 15, 2015 | Jan 15, 2020 | Common Stock | 3,000 | 0 | D |
| Common Stock WarrantsF7,F4 | $3.50 | Jan 15, 2016 | D | 3,000 | D | Jan 15, 2015 | Jan 15, 2020 | Common Stock | 3,000 | 0 | D |
| OptionsF5,F6 | $1.50 | Jan 19, 2016 | D | 27,000 | D | — | Aug 12, 2020 | Common Stock | 27,000 | 0 | D |
| 0% Series B Convertible Preferred Stock, par value $0.001F7,F8 | — | Jan 21, 2016 | A | 225 | A | Jan 21, 2016 | — | Common Stock | 4,500 | 225 | D |
| 0% Series B Convertible Preferred Stock, par value $0.001F7,F8 | — | Jan 21, 2016 | C | 225 | D | Jan 21, 2016 | — | Common Stock | 4,500 | 0 | D |
Explanation of responses
- F1On January 19, 2016, the Issuer entered into an exchange agreement (the "Option Exchange Agreement") with the Reporting Person with respect to options held by the Reporting Person. Pursuant to the Option Exchange Agreement, the Reporting Person exchanged options to purchase 27,000 shares of common stock of the Issuer for a restricted stock grant in the aggregate amount of 27,000 shares of common stock pursuant to the Issuer's 2014 Equity Incentive Plan (the "Restricted Stock Grant"). The Restricted Stock Grant was vested in full upon issuance.
- F2On January 21, 2016, the Reporting Person converted 225 shares of 0% Series B Convertible Preferred Stock ("Series B Preferred Stock") which have a stated value of $12.20 per share into 4,500 shares of common stock based upon a conversion price of $0.61 per share.
- F3No commission or other payment was received by the Issuer in connection with the Option Exchange Agreement or the Bridge Exchange Agreement (defined below) (collectively the "Exchange Agreements"). Such exchanges were conducted pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended (as amended, the "Securities Act"), and the common stock and the Series B Preferred Stock issuable pursuant to the Exchange Agreements and the shares of common stock issuable upon conversion of the Series B Preferred Stock have been issued in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act for securities exchanged by the Issuer and the Reporting Person where no commission or other remuneration is paid or given directly or indirectly by the Issuer for soliciting such exchange.
- F4The Reporting Person purchased $7,500 of notes and warrants (the "Bridge Warrants") to purchase 9,000 shares of the Issuer's common stock at exercise prices between $2.94 and $3.50 per share. The Bridge Warrants are exercisable for a five (5) year period commencing on the six month anniversary from the date of issuance.
- F5On January 19, 2016, the Issuer entered into an exchange agreement (the "Option Exchange Agreement") with the Reporting Person pursuant to which the Reporting Person exchanged options to purchase 27,000 shares of common stock of the Issuer for a restricted stock grant in the aggregate amount of 27,000 shares of common stock pursuant to the Issuer's 2014 Equity Incentive Plan.
- F6Options were granted at an exercise price equal to the closing market price of the Company's common stock on the date of the grant or $1.50, and are exercisable as follows: one third of the options are exercisable on August 12, 2015, one third of the options are exercisable on August 12, 2016 and the balance of the options is exercisable on August 12, 2017.
- F7On January 15, 2016, the Issuer entered into an exchange agreement (the "Bridge Exchange Agreement") with the Reporting Person with respect to the Bridge Warrants. Pursuant to the Bridge Exchange Agreement, the Reporting Person exchanged Bridge Warrants to purchase 9,000 shares of common stock for 225 shares of 0% Series B Convertible Preferred Stock ("Series B Preferred Stock"). The Reporting Person may convert the shares of Series B Preferred Stock into such number of shares of common stock of the Issuer based on a conversion ratio, the numerator of which shall be the Base Amount (defined hereafter) and denominator of which shall be the Conversion Price (defined hereafter). "Base Amount" is defined, as of the applicable date of determination, the sum of (1) $12.20 per share, subject to adjustment, plus (2) the accrued and unpaid dividends on Series B Preferred Stock. The "Conversion Price" of the Series B Preferred Stock is initially $0.61, subject to adjustment.
- F8The Series B Preferred Stock has no expiration date.