8-K: U.S. Gold Corp. Appoints CBIZ CPAs as New Auditor

U.S. Gold Corp. announced the engagement of CBIZ CPAs P.C. as its new independent registered public accountant, succeeding Marcum LLP, effective September 12, 2025.

Summary

• U.S. Gold Corp. (the Company) has appointed CBIZ CPAs P.C. as its new independent registered public accountant.
• CBIZ CPAs P.C. replaces Marcum LLP, which resigned on September 12, 2025.
• The change follows CBIZ CPAs P.C.'s acquisition of Marcum LLP's attest business, effective November 1, 2024.
• CBIZ CPAs P.C. will serve as the auditor for the fiscal year ending April 30, 2026, beginning with the review of the condensed consolidated financial statements for the quarter ended July 31, 2025.
• The engagement of CBIZ CPAs P.C. was approved by the Audit Committee of the Board of Directors.
• Marcum LLP's reports for the fiscal years ended April 30, 2025, and 2024, included an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern.
• There were no disagreements or reportable events between the Company and Marcum LLP during the fiscal years ended April 30, 2025, and 2024, and through September 12, 2025.
• The Company did not consult CBIZ CPAs P.C. on accounting principles or audit opinions prior to their engagement.

Sentiment

Score: 5

Explanation: The administrative change of auditors is neutral, but the reiteration of the 'going concern' explanatory paragraph from previous reports introduces a significant underlying negative sentiment, balancing the overall outlook to moderate.

Positives

• The transition to the new auditor, CBIZ CPAs P.C., appears smooth, with no reported disagreements or reportable events with the former auditor, Marcum LLP.
• The change in auditors is primarily due to an acquisition of Marcum's attest business by CBIZ CPAs, suggesting an administrative rather than performance-driven reason for the change.

Negatives

• Marcum LLP's previous audit reports for fiscal years 2025 and 2024 contained an explanatory paragraph indicating substantial doubt about the Company's ability to continue as a going concern.

Risks

• The Company faces a significant risk related to its ability to continue as a going concern, as highlighted in Marcum LLP's previous audit reports for fiscal years 2025 and 2024.

Future Outlook

CBIZ CPAs P.C. is engaged to serve as the independent registered public accountant for the fiscal year ending April 30, 2026, starting with the review of the Company's condensed consolidated financial statements for the quarter ended July 31, 2025.

Management Comments

• The Company confirmed that there were no disagreements with Marcum LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures.
• The Company stated that there were no reportable events with Marcum LLP.

Industry Context

Changes in independent auditors are common in the corporate landscape, often driven by mergers, acquisitions, or strategic realignments within the accounting industry. This specific change appears to be a direct result of an acquisition of the former auditor's attest business, rather than a reflection of specific issues with the company's financial reporting practices.

Corporate Governance

Stakeholder Impact

• Shareholders: The reiteration of the 'going concern' explanatory paragraph from previous audit reports may raise concerns about the Company's long-term viability, despite the administrative nature of the auditor change.

Next Steps

• CBIZ CPAs P.C. will commence the review of the Company's condensed consolidated financial statements for the quarter ended July 31, 2025.

Key Dates

Recommendation

The auditor change is an administrative event stemming from an acquisition, not indicative of new operational issues. However, the persistent 'going concern' warning from previous audit reports remains a fundamental concern for the company's financial health, preventing a positive recommendation despite the smooth auditor transition.

Keywords

U.S. Gold Corp., USAU, auditor change, SEC filing, 8-K, financial reporting, independent accountant, CBIZ CPAs, Marcum LLP, going concern