US ENERGY CORP Files 8-K: Material Agreement

TL;DR

USEG filed an 8-K on Jan 29, 2025, reporting a material definitive agreement.

AI Summary

On January 29, 2025, US ENERGY CORP. (USEG) filed an 8-K report detailing a material definitive agreement. The filing also includes other events and financial statements/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 by the market.

Key Numbers

• 000-06814 — Commission File Number (Identifies the SEC filing for US ENERGY CORP.)
• 83-0205516 — IRS Employer Identification No. (Tax identification number for US ENERGY CORP.)

Key Players & Entities

• US ENERGY CORP. (company) — Registrant
• January 29, 2025 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• Houston, Texas (location) — Address of Principal Executive Offices
• 1616 S. Voss, Suite 725 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock , $0.01 par value USEG The NASDAQ Stock Mar
• $1,574,362 — held by Sage Road, for an aggregate of $1,574,362 or $2.47775 per share, which is the pri
• $2.47775 — Road, for an aggregate of $1,574,362 or $2.47775 per share, which is the price per share
• $5.0 million — oing share repurchase program for up to $5.0 million of the currently outstanding shares of
• $3.8 million — Report, a total of up to approximately $3.8 million remains available under the repurchase

Filing Documents

• useg20250128_8k.htm (8-K) — 37KB
• ex_771881.htm (EX-10.1) — 62KB
• ex_771791.htm (EX-99.1) — 18KB
• logo01.jpg (GRAPHIC) — 9KB
• logosm.jpg (GRAPHIC) — 13KB
• 0001437749-25-002073.txt ( ) — 298KB
• useg-20250129.xsd (EX-101.SCH) — 3KB
• useg-20250129_def.xml (EX-101.DEF) — 11KB
• useg-20250129_lab.xml (EX-101.LAB) — 15KB
• useg-20250129_pre.xml (EX-101.PRE) — 11KB
• useg20250128_8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry Into a Material Definitive Agreement. On January 27, 2025, U.S. Energy Corp. (the " Company ", " we " and " us "), entered into a Share Repurchase Agreement with Banner Oil & Gas, LLC (" Banner "), Woodford Petroleum, LLC (" Woodford "), and Sage Road Energy II, LP, (" Sage Road ", and together with Banner and Woodford, the " Selling Stockholders "). In his capacity as co-Managing Partner of Sage Road Capital, LLC, which indirectly controls and manages certain funds which own a majority interest in Banner, Woodford and Sage Road, Joshua L. Batchelor, a member of the Board of Directors of the Company, may be deemed to beneficially own the shares of common stock, par value $0.01 per share (the " Common Stock ") held by the Selling Stockholders. Pursuant to the Share Repurchase Agreement, the Company, in a private transaction, outside of, and separate from the Company's previously disclosed share repurchase program, on January 27, 2025, repurchased (a) 534,020 shares of Common Stock held by Banner, (b) 41,229 shares of Common Stock held by Woodford, and (c) 60,151 shares of Common Stock held by Sage Road, for an aggregate of $1,574,362 or $2.47775 per share, which is the price per share of the 4,871,400 shares of Common Stock which we sold in our underwritten public offering which closed on January 23, 2025, less underwriting discounts and commissions, and which represents an 8.2% premium to the closing sales price of the Issuer's Common Stock on January 27, 2025. The Share Repurchase Agreement contains customary representations, warranties and covenants of the parties. The share repurchase was approved by the disinterested members of the Board of Directors of the Company, as well as the Company's Audit Committee, comprised solely of independent directors not affiliated with Mr. Batchelor or the Selling Stockholders. A copy of the Share Repurchase Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by ref

01

Item 8.01. Other Events. As of January 29, 2025, and after taking into account the cancellation of the Repurchase Shares, we have a total of 35,163,070 shares of Common Stock outstanding. On January 28, 2025, the Board of Directors of the Company authorized and approved an extension of the ongoing share repurchase program for up to $5.0 million of the currently outstanding shares of the Company's common stock originally approved by the Board of Directors on April 26, 2023 and extended on March 19, 2024, and set to expire on June 30, 2025. Subject to any future extension in the discretion of the Board of Directors of the Company, the repurchase program is now scheduled to expire on June 30, 2026, when a maximum of $5.0 million of the Company's common stock has been repurchased, or when such program is discontinued by the Board of Directors. As of the date of this Report, a total of up to approximately $3.8 million remains available under the repurchase program for future repurchases. Under the stock repurchase program, shares may be repurchased from time to time in the open market or through negotiated transactions at prevailing market rates, or by other means in accordance with federal securities laws. Repurchases will be made at management's discretion at prices management considers to be attractive and in the best interests of both the Company and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company's financial performance. Open market purchases are expected to be conducted in accordance with the limitations set forth in Rule 10b-18 of the Securities Exchange Act of 1934 (the " Exchange Act ") and other applicable laws and regulations. Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The repurchase program may be su

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 10.1* Share Repurchase Agreement dated January 27, 2025, by and between U.S. Energy Corp., and Banner Oil & Gas, LLC, Woodford Petroleum, LLC, and Sage Road Energy II, LP 99.1* Press Release dated January 29, 2025 104 Inline XBRL for the cover page of this Current Report on Form 8-K * Filed herewith.

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 29, 2025

View Full Filing

View this 8-K filing on SEC EDGAR