US ENERGY CORP. Files 8-K: Material Definitive Agreement

TL;DR

US ENERGY CORP. signed a big deal, check the 8-K for details.

AI Summary

On December 12, 2024, US ENERGY CORP. entered into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located in Houston, Texas.

Why It Matters

This 8-K filing indicates a significant new agreement for US ENERGY CORP., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• US ENERGY CORP. (company) — Registrant
• December 12, 2024 (date) — Date of earliest event reported
• 1616 S. Voss, Suite 725, Houston, Texas 77057 (location) — Address of principal executive offices
• 303 993 3200 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock , $0.01 par value USEG The NASDAQ Stock Mar
• $6.825 m — the " Property "), in consideration for $6.825 million, subject to customary adjustments
• $350,000 — the Sale Agreement, subject to a cap of $350,000), The Company agreed to operate the Pr

Filing Documents

• useg20241211_8k.htm (8-K) — 36KB
• ex_756204.htm (EX-10.1) — 3587KB
• ex_756205.htm (EX-99.1) — 17KB
• usenergy01.jpg (GRAPHIC) — 5KB
• usenergy02.jpg (GRAPHIC) — 2KB
• 0001437749-24-037399.txt ( ) — 3960KB
• useg-20241212.xsd (EX-101.SCH) — 3KB
• useg-20241212_def.xml (EX-101.DEF) — 11KB
• useg-20241212_lab.xml (EX-101.LAB) — 15KB
• useg-20241212_pre.xml (EX-101.PRE) — 11KB
• useg20241211_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Purchase and Sale Agreement On December 12, 2024, U.S. Energy Corp. (the " Company ", " we " and " us "), and our wholly-owned subsidiary, New Horizon Resources LLC (" New Horizon "), entered into a Purchase and Sale Agreement (the " Sale Agreement "), with 84 Resources Holdings, LLC (" 84 Resources "). Pursuant to the Sale Agreement, we agreed to sell 84 Resources primarily operated oil and gas producing properties, including all oil and gas leases, wells (122), surface rights, rights of ways, personal property, permits, contracts, records and facilities, associated therewith located primarily in Liberty and Henderson Counties, Texas (the " Property "), in consideration for $6.825 million, subject to customary adjustments (the " Purchase Price "). The effective date of the sale will be November 1, 2024 and the closing of the sale is expected to occur on or before December 31, 2024, subject to customary closing conditions, including satisfactory due diligence of 84 Resources (including where applicable, potential adjustments to the Purchase Price in connection therewith, pursuant to the terms of the Sale Agreement, subject to a cap of $350,000), The Company agreed to operate the Property in the ordinary course prior to the earlier of termination of the Sale Agreement and the closing. The Sale Agreement includes customary representations and warranties, disclaimers and indemnification obligations, consistent with a transaction of the size and type of the sale, provides the parties thereto with specified rights and obligations and allocates risk among them in a customary manner. The Sale Agreement contains representations, warranties and other provisions that were made only for purposes of the Sale Agreement and as of specific dates and were solely for the benefit of the parties thereto. The Sale Agreement is a contractual document that establishes and governs the legal relations among the parties thereto

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 13, 2024, the Company filed a press release disclosing the entry into the Sale Agreement. A copy of the press release is included herewith as Exhibit 99.1 and the information in the press release is incorporated by reference into this Item 7.01 . The information contained in Item 7.01 of this Current Report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 10.1*# Purchase and Sale Agreement dated December 12, 2024, by and between U.S. Energy Corp. and New Horizon Resources LLC, as seller, and 84 Resources Holdings, LLC, as buyer, December 12, 2024 99.1** Press Release dated December 13, 2024 104 Inline XBRL for the cover page of this Current Report on Form 8-K * Filed herewith. ** Furnished herewith. # Certain schedules and exhibits have been omitted pursuant to Item 601(b)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however, that U.S. Energy Corp. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K, including the press release attached as Exhibit 99.1 to this Current Report on Form 8-K, contains forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and assumptions. You can identify these forward-looking statements by words such as " may, " " should, " " expect, " " anticipate, " " believe, " " estimate, " " intend, " " plan " and other similar expressions. These forward-looking statements relate to the Company's current expectations and are subject to the limitations and qualifications set forth in the press release and presentation as well as in the Company's other filings with the Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements. Forward-looking statements may include comments as to the Company's beliefs and expectations as to future financial performance, events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside the Company's control. More information on potential factors that could affect the Company's financial results is included from time to time in the " Cautionary Statement Regarding Forward-Looking Statements, " " Risk Factors " and " Management ' s Discussion and Analysis of Financial Condition and Results of Operations " sections of the Company's periodic and current filings with the SEC, including the Form 10-Qs and Form 10-Ks, filed with the SEC and available at www.sec.gov and in the " Investors " – " SEC Filings " section of the Company's website at https://usnrg.com . Forward-looking statements speak only as of the date they are made. The Company undertakes no oblig

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. U.S. ENERGY CORP. By: /s/ Ryan Smith Ryan Smith Chief Executive Officer Dated: December 13, 2024

View Full Filing

View this 8-K filing on SEC EDGAR