Current Report Filing (8-k)
May 20 2019 - 5:05PM
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): May 16, 2019
U.S.
ENERGY CORP.
(Exact
Name of Company as Specified in its Charter)
Wyoming
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0-6814
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83-0205516
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(State
or other jurisdiction of
incorporation or organization)
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(Commission
File No.)
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(I.R.S. Employer
Identification No.)
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950
S. Cherry St., Suite 1515, Denver, Colorado
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80246
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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
Not
Applicable
Former
Name, Former Address or Former Fiscal Year,
If Changed From Last Report)
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
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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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. [ ]
Item
5.02 (b). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
On
May 16, 2019, the United States District Court for the District of Colorado entered an order (the “Order”) granting
interim preliminary injunctive relief to APEG Energy II, LP (“APEG”) in APEG’s suit against David Veltri, alleging
that Mr. Veltri, without authorization, holds himself out to be and acts as President and Chief Executive Officer of U.S. Energy
Corp, a Wyoming corporation (the “Company”). Pursuant to the Order, a copy of which is filed as Exhibit 99.1 to this
report and incorporated herein by reference, among other things:
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●
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Mr.
Veltri is preliminarily enjoined from acting as, or holding himself out to be, President and/or Chief Executive Officer of
the Company; and
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●
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Ryan
Smith, the Chief Financial Officer of the Company, is appointed temporary custodian of the Company with the charge to act
as Interim Chief Executive Officer and, by virtue of that charge and the bylaws of the Company, the Chairman of the Board
of Directors of the Company (the “Board”).
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As
temporary custodian of the Company, Mr. Smith shall have all the powers normally attendant to the position of Chief Executive
Officer of the Company, except as noted in the Order. In addition, pursuant to the Order, as temporary custodian of the Company,
Mr. Smith shall forthwith call a meeting of the Board for the purpose of constituting, by May 23, 2019, an audit committee that
complies with the requirements of the Nasdaq Stock Market (“Nasdaq”), and shall cause the Company to report as much
to Nasdaq. Or, if for some reason a compliant audit committee cannot be timely constituted, Mr. Smith shall submit a plan for
such reconstitution to Nasdaq by May 23, 2019.
In
a meeting of the Board duly convened on May 20, 2019, the Company has confirmed (i) the composition of the Company’s Audit
Committee as it was constituted as of July 17, 2017, with each of Javier Pico, John Hoffman and Weldon Chitwood and (ii) as so
constituted that the Audit Committee would continue to operate with full authority as provided by the Company’s Bylaws.
In addition, the Board ratified, approved and confirmed all actions taken by the Audit Committee as so constituted since its formation.
The
Company intends to submit a plan to Nasdaq for regaining compliance with the Nasdaq Listing Rules by the May 23, 2019 deadline.
Moreover, the Company continues to work with Nasdaq to diligently enable the filing of the Form 10-K with the Securities and Exchange
Commission as soon as reasonably practicable.
This
report contains forward-looking statements, and any statements other than statements of historical fact could be deemed to be
forward-looking statements. These forward-looking statements include, among other things, statements regarding the expected timing
for the filing of the Form 10-K, the Company’s ability to regain compliance with the Exchange’s requirements for continued
listing and related matters. These statements are subject to risks and uncertainties, including the failure of the Company to
file the Form 10-K on its expected timeline, and actual results may differ materially from these statements. You are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes
no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURE
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.
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U.S. ENERGY CORP.
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Dated:
May 20, 2019
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By:
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/s/
Ryan Smith
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Ryan
Smith
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Interim
Chief Executive Officer & President
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