Current Report Filing (8-k)
October 10 2017 - 6:07AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(
d
)
of the
Securities
Exchange Act of 1934
Date
of Report (date of earliest event reported): October 4, 2017
U.S.
ENERGY CORP.
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(Exact
Name of Company as Specified in its Charter)
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Wyoming
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000-6814
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83-0205516
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(State or other jurisdiction
of
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(Commission File
No.)
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(I.R.S. Employer
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incorporation or
organization)
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Identification No.)
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950
S. Cherry Street, Suite 1515, Denver, CO
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80237
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(Address of principal
executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code:
(303) 993-3200
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(Former Name, Former
Address or Former Fiscal Year,
If Changed From Last Report)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2):
☐
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item
1.01
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Entry
into a Material Definitive Agreement.
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On
October 4, 2017, U.S. Energy Corp. (the “Company”), the Company’s wholly owned subsidiary Energy One LLC and
Statoil Oil and Gas LP (“Statoil”) entered into a purchase and sale agreement (the “Purchase Agreement”),
pursuant to which, on the terms, and subject to the conditions of the Purchase Agreement, the Company assigned, sold, and conveyed
certain non-operated assets in the Williston Basin, North Dakota in consideration for the elimination of $4.2 million in outstanding
liabilities and payment by Statoil to the Company of $2.0 million in cash.
The
Purchase Agreement was unanimously approved by the board of directors of the Company and closed on October 5, 2017, with an effective
date of August 1, 2017.
The
Purchase Agreement contains customary representations and warranties by all parties
The
foregoing description of the Purchase Agreement is only a summary of, and is qualified in its entirety by reference to, the full
text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
into this Item 1.01 by reference.
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
disclosure set out under Item 1.01 is incorporated herein by reference.
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Item
7.01.
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Regulation
FD Disclosure
.
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On
October 10, 2017, the Company issued a press release announcing its entry into the Purchase and Sale Agreement.
A
copy of the Press Release is furnished herewith as Exhibit 99.1.
The company moved its headquaters
and
mailing address from 4643 S. Ulster St., Suite 970, Denver Colorado 80209 to 950 S.
Cherry St., Suite 1515, Denver Colorado, 80246.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits. The following exhibits are included as a part of this Current Report on Form 8-K:
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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U.S. Energy Corp.
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Dated:
October 10, 2017
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By:
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/s/ Ryan Smith
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Ryan Smith
Chief
Financial Officer
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