US ENERGY CORP. Enters Material Definitive Agreement

TL;DR

US ENERGY CORP. just signed a big deal, filing an 8-K on Jan 22, 2025.

AI Summary

US ENERGY CORP. announced on January 22, 2025, that it has entered into a material definitive agreement. The company, incorporated in Delaware with its principal executive offices in Houston, Texas, filed an 8-K report detailing this significant event. Further specifics regarding the agreement's nature and financial implications are not detailed in the provided excerpt.

Why It Matters

This filing indicates a significant new contract or partnership for US ENERGY CORP., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant financial or operational implications, but the details are not yet disclosed.

Key Players & Entities

• US ENERGY CORP. (company) — Registrant
• January 22, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Houston, Texas (location) — Address of principal executive offices
• 1616 S. Voss, Suite 725 (address) — Principal executive office address
• 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
• $2.65 — n Stock "), at a price to the public of $2.65 per share (such offering, the " Offerin
• $12.1 million — ompany intends to use the approximately $12.1 million of net proceeds from the Offering, afte

Filing Documents

• useg20250122_8k.htm (8-K) — 36KB
• ex_768481.htm (EX-1.1) — 218KB
• ex_768482.htm (EX-5.1) — 15KB
• ex_768483.htm (EX-99.1) — 14KB
• hdr.jpg (GRAPHIC) — 16KB
• logo01.jpg (GRAPHIC) — 9KB
• logosm.jpg (GRAPHIC) — 13KB
• 0001437749-25-001631.txt ( ) — 526KB
• useg-20250122.xsd (EX-101.SCH) — 3KB
• useg-20250122_def.xml (EX-101.DEF) — 11KB
• useg-20250122_lab.xml (EX-101.LAB) — 15KB
• useg-20250122_pre.xml (EX-101.PRE) — 11KB
• useg20250122_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 22, 2025, U.S. Energy Corp. (the " Company ") entered into an underwriting agreement (the " Underwriting Agreement ") with Roth Capital Partners, LLC (the " Representative "), as representative of the several underwriters named in the Underwriting Agreement (the " Underwriters "), relating to the previously announced underwritten offering of 4,236,000 shares of common stock, par value $0.01 per share, of the Company (the " Common Stock "), at a price to the public of $2.65 per share (such offering, the " Offering "). Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 635,400 additional shares of Common Stock (the " Option "), which was exercised in full on January 25, 2025. The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the " Securities Act "), and to contribute to any payment that the Underwriters may be required to make because of any of those liabilities. The Underwriting Agreement contains customary representations and warranties that the parties made to, and solely for the benefit of, the other party in the context of all of the terms and conditions of that agreement and in the context of the specific relationship between the parties. The provisions of the Underwriting Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreements and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 22, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference. The information above is being furnished pursuant to this Item 7.01 of Form 8-K and shall not be deemed " filed " for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act, or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description of Exhibit 1.1 Underwriting Agreement, dated January 22, 2025, by and between U.S. Energy Corp. and Roth Capital Partners, LLC 5.1 Opinion of The Loev Law Firm, PC 23.1 Consent of The Loev Law Firm, PC (included as part of Exhibit 5.1 hereto). 99.1 Press release dated January 22, 2025 104 Inline XBRL for the cover page of this Current Report on Form 8-K The inclusion of any website address in this Form 8-K, and any exhibit thereto, is intended to be an inactive textual reference only and not an active hyperlink. The information contained in, or that can be accessed through, such website is not part of or incorporated into this Form 8-K.

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 23, 2025

View Full Filing

View this 8-K filing on SEC EDGAR