US ENERGY CORP. Files 8-K with Key Agreements and Financials

TL;DR

US ENERGY CORP. dropped an 8-K detailing material agreements and financials.

AI Summary

US ENERGY CORP. filed an 8-K on October 9, 2025, reporting on a material definitive agreement, unregistered sales of equity securities, and financial statements. The filing indicates the company is incorporated in Delaware and its principal executive offices are located in Houston, Texas.

Why It Matters

This 8-K filing provides crucial updates on US ENERGY CORP.'s material agreements and financial status, which are important for investors to assess the company's current operational and financial health.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report detailing corporate events and financial information, not indicating any immediate or significant risks.

Key Numbers

• 000-06814 — SEC File Number (Identifies the company's filing with the SEC.)
• 83-0205516 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• US ENERGY CORP. (company) — Registrant
• October 9, 2025 (date) — Date of Report
• Houston, Texas (location) — Principal Executive Offices
• Delaware (location) — State of Incorporation

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock , $0.01 par value USEG The NASDAQ Stock Mar
• $25,000,000 — ell to Roth Principal Investments up to $25,000,000 of newly issued shares of the Company's
• $1.2788 — se Agreement, if any, equals or exceeds $1.2788 (representing the lower of (a) the offi
• $25,000 — Investments a cash "structuring fee" of $25,000, prior to the execution of the Purchase
• $1.21 — eement (each Commitment Share valued at $1.21 per share, representing the closing sal
• $180,000 — Investments the Cash Commitment Fee of $180,000 (the " Cash Commitment Fee "), which Ca
• $270,000 — to pay Roth Principal Investments up to $270,000 (or 1.08% of Roth Principal Investments
• $75,000 — Rights Agreement in an amount equal to $75,000, payable upon execution of the Purchase
• $7,500 — mburse Roth Principal Investments up to $7,500 per fiscal quarter for the reasonable l
• $50,000 — ectly to D. Boral Capital a cash fee of $50,000, as consideration for its services in c

Filing Documents

• useg20251005_8k.htm (8-K) — 54KB
• ex_866588.htm (EX-10.1) — 546KB
• ex_866589.htm (EX-10.2) — 121KB
• 0001437749-25-030792.txt ( ) — 983KB
• useg-20251009.xsd (EX-101.SCH) — 3KB
• useg-20251009_def.xml (EX-101.DEF) — 12KB
• useg-20251009_lab.xml (EX-101.LAB) — 15KB
• useg-20251009_pre.xml (EX-101.PRE) — 12KB
• useg20251005_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On October 9, 2025, U.S. Energy Corp. (the " Company ") entered into a Common Stock Purchase Agreement (the " Purchase Agreement ") and a related Registration Rights Agreement (the " Registration Rights Agreement "), each dated as of October 9, 2025, with Roth Principal Investments, LLC (" Roth Principal Investments "). Upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company will have the right, in its sole discretion, to sell to Roth Principal Investments up to $25,000,000 of newly issued shares of the Company's common stock, par value $0.01 per share (the " Common Stock "), subject to certain conditions and limitations contained in the Purchase Agreement, from time to time during the term of the Purchase Agreement. Sales of Common Stock pursuant to the Purchase Agreement, and the timing of any sales, are solely at the option of the Company, and the Company is under no obligation to sell any securities to Roth Principal Investments under the Purchase Agreement. Upon the initial satisfaction of each of the conditions to Roth Principal Investments' purchase obligation set forth in the Purchase Agreement (the initial satisfaction of such conditions, the " Commencement ", and the date on which the Commencement occurs, the " Commencement Date "), including that a registration statement registering under the Securities Act of 1933, as amended (the " Securities Act "), the resale by Roth Principal Investments of shares of Common Stock issued to it by the Company under the Purchase Agreement, which the Company agreed to file with the Securities and Exchange Commission (the " SEC ") pursuant to the Registration Rights Agreement (the " Registration Statement "), is declared effective by the SEC, the Company will have the right, but not the obligation, from time to time in its sole discretion over a period of up to 24 months beginning on the Commencement Date, to

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 in its entirety. The securities that may be issued under the Purchase Agreement are being offered and sold by the Company in a transaction exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder. Roth Principal Investments represented to the Company in the Purchase Agreement that it is an "accredited investor," as defined in Regulation D, and is acquiring the securities under the Purchase Agreement for its own account, for investment purposes and not with a view towards, or for resale in connection with, the public distribution thereof in violation of the Securities Act or any applicable state securities or "Blue Sky" laws. Accordingly, the offer and sale by the Company of the securities that have been or may be issued to Roth Principal Investments under the Purchase Agreement is not being registered under the Securities Act or any applicable state securities or " Blue Sky " laws and, therefore, 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 or "Blue Sky" laws. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of any securities of the Company in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. - 5 -

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1* Common Stock Purchase Agreement, dated as of October 9, 2025, by and between U.S. Energy Corp. and Roth Principal Investments, LLC 10.2* Registration Rights Agreement, dated as of October 9, 2025, by and between U.S. Energy Corp. and Roth Principal Investments, LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

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: October 9, 2025 - 6 -

View Full Filing

View this 8-K filing on SEC EDGAR