US Energy Corp. Completes Asset Acquisition, Discloses Equity Sales

TL;DR

US Energy Corp. just bought some oil & gas assets and sold some stock.

AI Summary

On January 7, 2025, US Energy Corp. announced the completion of its acquisition of certain oil and gas assets from an undisclosed seller. The company also reported on the entry into a material definitive agreement related to this acquisition and disclosed unregistered sales of equity securities. The filing also includes financial statements and exhibits.

Why It Matters

This filing indicates US Energy Corp. is expanding its asset base through acquisition, which could impact future production and revenue, while also revealing equity sales that may affect share dilution.

Risk Assessment

Risk Level: medium — The acquisition of assets and unregistered equity sales introduce financial and operational risks, as well as potential dilution for existing shareholders.

Key Players & Entities

• US Energy Corp. (company) — Registrant
• January 7, 2025 (date) — Date of earliest event reported
• 1616 S. Voss, Suite 725, Houston, Texas 77057 (location) — Principal executive office address

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock , $0.01 par value USEG The NASDAQ Stock Mar
• $2.0 million — y was acquired in consideration for (a) $2.0 million in cash, subject to customary adjustmen
• $20 million — total costs associated therewith total $20 million; (d) our agreement to pay Synergy 18% o

Filing Documents

• useg20250107_8k.htm (8-K) — 46KB
• ex_762873.htm (EX-10.1) — 1292KB
• ex_764027.htm (EX-99.1) — 34KB
• a01.jpg (GRAPHIC) — 27KB
• a02.jpg (GRAPHIC) — 1KB
• a03.jpg (GRAPHIC) — 1KB
• ex_764027img005.jpg (GRAPHIC) — 2KB
• logo.jpg (GRAPHIC) — 5KB
• 0001437749-25-000795.txt ( ) — 1669KB
• useg-20250107.xsd (EX-101.SCH) — 3KB
• useg-20250107_def.xml (EX-101.DEF) — 11KB
• useg-20250107_lab.xml (EX-101.LAB) — 15KB
• useg-20250107_pre.xml (EX-101.PRE) — 11KB
• useg20250107_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 January 7, 2025, U.S. Energy Corp. (the " Company ", " we " and " us "), entered into, and simultaneously closed the transactions contemplated by, a Purchase and Sale Agreement (the " Purchase Agreement "), with Synergy Offshore LLC (" Synergy "). Synergy is controlled by Mr. Duane H. King, a member of the Board of Directors of the Company, who serves as the Chief Executive Officer and Manager of Synergy, and John A. Weinzierl, the Company's Chairman, who is an approximate sixty percent beneficial owner of Synergy. Pursuant to the Purchase Agreement, we agreed to purchase from Synergy, 24 thousand net operated acres located across the Kevin Dome structure in Toole County, Montana, which are highly contiguous to the properties we acquired in June 2024, including all leases, wells, rights and interests in, under or derived from all communitization, unitization, or pooling agreements or pooling orders, easements, mineral interests, contracts, production, equipment, claims, receivables, indemnities, permits, seismic studies and records, associated therewith (collectively, the " Property "), subject to Synergy retaining an undivided twenty percent (20.00%) of Synergy's right title and interest in the Property, and certain excluded assets (the " Synergy Reserved Interest "). The Property was acquired in consideration for (a) $2.0 million in cash, subject to customary adjustments; (b) 1,400,000 shares of the Company's restricted common stock (representing 4.76% of the Company's outstanding restricted common stock at the time of the entry into the Purchase Agreement)(the " Closing Shares "); (c) a carried working interest whereby we agreed to cover and pay for 100% of Synergy's costs attributable to the Synergy Reserved Interest, until the earlier of (i) 78 months from the closing date; or (ii) the date the total costs associated therewith total $20 million; (d) our agreement to pay S

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in Item 1.01 is incorporated by reference into this Item 2.01 in its entirety by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 is incorporated by reference into this Item 3.02 in its entirety by reference. We claim an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the " Securities Act "), for the offer and sale of the 1,400,000 Closing Shares, since the transaction did not involve a public offering, the recipient was an " accredited investor ", and acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities are subject to transfer restrictions, and the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities will not be registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 10, 2025, the Company filed a press release disclosing the closing of the Purchase 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 January 7, 2025, by and between U.S. Energy Corp., as purchase and Synergy Offshore LLC, as seller 99.1** Press Release dated January 10, 2025 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: January 10, 2025

View Full Filing

View this 8-K filing on SEC EDGAR