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): November 12,
2020
U.S.
ENERGY CORP.
(Exact
Name of Company as Specified in its Charter)
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Wyoming
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000-06814
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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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675
Bering Drive, Suite 100, Houston, Texas
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77057
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(Address
of principal executive offices) |
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(Zip
Code) |
Registrant’s
telephone number, including area code: (303)
993-3200
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
below):
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[ ] |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
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[ ] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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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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[ ] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class |
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Trading
Symbol(s) |
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Name
of exchange on which registered |
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Common
Stock, $0.01 par value |
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USEG |
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NASDAQ
Capital Market |
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 of this chapter).
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
1.01. Entry into a Material Definitive Agreement.
On November 12, 2020, U.S. Energy Corp. (the “Company”),
entered into an underwriting agreement (the “Underwriting
Agreement”) with Kingswood Capital Markets, division of
Benchmark Investments, Inc., as representative of the underwriters
name therein (the “Kingswood”), pursuant to which the
Company agreed to sell to the underwriters in a firm commitment
underwritten public offering (the “Offering”) an aggregate
of 1,000,000 shares of the Company’s common stock, par value $0.01
per share (the “Common Stock”), at a public offering price
of $3.00 per share. The Company also granted the underwriters a 45-day
option to purchase up to an additional 150,000 shares of Common
Stock to cover over-allotments, if any, which over-allotment option
was exercised in full. The Offering closed on November 16,
2020.
Kingswood acted as sole bookrunner for the Offering and R.F.
Lafferty & Co., Inc. acted as co-manager in the Offering. The
shares of Common Stock were offered by the Company pursuant to a
registration statement on Form S-1, as amended (File No.
333-249738), filed with the Securities and Exchange Commission (the
“Commission”), which was declared effective by the
Commission on November 12, 2020 (the “Registration
Statement”). The Offering was made by means of a prospectus
forming a part of the effective registration statement. The Company
paid the underwriters a cash fee equal to 7% of the aggregate gross
proceeds received by the Company in connection with the Offering
and reimbursed certain expenses.
The net proceeds to the Company from the Offering, after deducting
the underwriting discounts and commissions and Offering expenses,
were approximately $3.0 million, when including the exercise of the
over-allotment option. The Company intends to use the net proceeds
from this offering for general corporate purposes, capital
expenditures, working capital, and potential acquisitions of oil
and gas properties.
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 Company’s filings with the Securities and Exchange
Commission.
Pursuant
to the Underwriting Agreement, the Company agreed, subject to
certain exceptions, not to offer, issue or sell any shares of
Common Stock or securities convertible into or exercisable or
exchangeable for shares of Common Stock for a period of one hundred
and eighty (180) days following the Offering without the prior
written consent of Kingswood.
In
connection with the Offering, each of our officers, directors, and
certain holders of our outstanding securities agreed, subject to
certain exceptions, not to offer, issue, sell, contract to sell,
encumber, grant any option for the sale of or otherwise dispose of
any shares of our Common Stock or other securities convertible into
or exercisable or exchangeable for shares of our Common Stock for a
period of one hundred eighty (180) days after the Offering is
completed, without the prior written consent of
Kingswood.
The
foregoing summary of the terms of the Underwriting Agreement is
subject to, and qualified in its entirety by reference to, a copy
of the Underwriting Agreement that is filed as Exhibit 1.1
to this Current Report on Form 8-K and is incorporated herein by
reference.
This
Current Report on Form 8-K does not constitute an offer to sell any
securities or a solicitation of an offer to buy any securities, nor
shall there be any sale of any securities in any state or
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 jurisdiction.
A
copy of the opinion of The Loev Law Firm, PC, relating to the
validity of the issuance of the shares of Common Stock, is attached
as Exhibit 5.1 hereto.
Item
8.01. Other Events.
On November 12, 2020, the Company issued a press release announcing
the pricing of the Offering. On November 16, 2020, the Company
issued a press release announcing the closing of the Offering. A
copy of the press releases are attached hereto as Exhibit
99.1 and 99.2, respectively, and are incorporated herein
by reference.
Forward-
Looking Statements
This
Current Report on Form 8-K contains forward-looking statements that
are made pursuant to the safe harbor provisions within the meaning
of Section 27A of the Securities Act of 1933, as amended, Section
21E of the Securities Exchange Act of 1934, as amended and the
Private Securities Litigation Reform Act, as amended.
Forward-looking statements are based on management’s current
expectations and are subject to risks and uncertainties, many of
which are beyond our control, that may cause actual results or
events to differ materially from those projected. These risks and
uncertainties, many of which are beyond our control, include the
ability of the Company to satisfy certain conditions to closing the
Offering on a timely basis or at all, as well as other risks
described in the section entitled “Risk Factors” and
elsewhere in our Annual Report on Form 10-K filed with the SEC on
March 30, 2020 and in our other filings with the SEC, including,
without limitation, our reports on Forms 8-K and 10-Q, all of which
can be obtained on the SEC website at www.sec.gov. Readers
are cautioned not to place undue reliance on the forward-looking
statements, which speak only as of the date on which they are made
and reflect management’s current estimates, projections,
expectations and beliefs. We expressly disclaim any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in our expectations or any changes in events, conditions or
circumstances on which any such statement is based, except as
required by law.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are filed with this Current Report on Form
8-K:
* Filed herewith.
** Furnished herewith.
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.
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U.S.
ENERGY CORP. |
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By: |
/s/
Ryan Smith |
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Ryan
Smith |
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Chief
Executive Officer |
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Dated: |
November
16, 2020 |
EXHIBIT
INDEX
* Filed herewith.
** Furnished herewith.
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