U.S. ENERGY CORP. (NASDAQ:USEG) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement

As previously disclosed, effective October 3, 2017, U.S. Energy Corp. (the “Company”), the Company’s wholly owned subsidiary Energy One LLC and APEG Energy II, L.P., (“APEG”), an entity controlled by Angelus Capital, LLC entered into an exchange agreement (the “Exchange Agreement”), (previously reported in the Company’s Current Report on Form 8-K dated October 5, 2017 and incorporated by reference herein). The Company closed the exchange transaction with APEG on December 29, 2017.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this report is incorporated by reference into this Item 3.02. The common stock to be issued to the Exchange Agreement has not been registered under the Securities Act, and the transactions set forth under Item 1.01 of this report have been or will be taken in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof as transactions by an issuer not involving any public offering.

Item 3.03. Material Modification to Rights of Security Holders.

Standstill Agreement

As previously disclosed, in connection with the Exchange Agreement, the Company also entered into a Standstill Agreement with APEG (the “Standstill Agreement”) which will be in effect for one year from the closing of the exchange transaction (previously reported in the Company’s Current Report on Form 8-K dated October 5, 2017 and incorporated by reference herein).

Item 5.07. Submission to Matter to a Vote of Security Holders.

The Company held a Special Meeting of its stockholders on December 27, 2017, at its principal executive offices in Denver, Colorado, for the following purposes: (1) to approve the issuance of shares of common stock in connection with the exchange transaction under NASDAQ Stock Market Rules 5635(b); (2) to approve an amendment, at the discretion of the Board of Directors, to the Company’s articles of incorporation to implement a reverse stock split of the Company’s outstanding common stock; and (3) to approve an adjournment of the Special Meeting, if necessary or appropriate, to establish a quorum or to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting cast in favor of one or bother of the previous proposals. Each of these items is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 31, 2017.

At the close of business on November 1, 2017, the record date for the Special Meeting, there were 5,983,510 shares of the Company’s common stock issued, outstanding and entitled to vote at the Special Meeting.

Proposal 1 – Exchange Transaction Approval

The approval of the issuance of shares of common stock in connection with the exchange transaction under NASDAQ Stock Market Rules 5635(b), was approved with votes as follows:

Proposal 2 – Reverse Stock Split Approval

The approval of an amendment, at the discretion of the Board of Directors, to the Company’s articles of incorporation to implement a reverse stock split of the Company’s common stock at a reverse split ratio of 1-for-5, without reducing the authorized number of shares of our common stock (the “Reverse Stock Split”), was approved with votes as follows:

Maintaining the Company’s listing on NASDAQ was the primary reason for the Company seeking shareholder approval of the Reverse Stock Split.

Because NASDAQ has determined to continue the listing of the Company’s securities, the Board of Directors has determined that it will not implement the Reverse Stock Split.

Proposal 3 – Adjournment

The proposal to approve an adjournment of the Special Meeting, if necessary or appropriate, to establish a quorum or to permit further solicitation of proxies if there are not suffice votes at the time of the Special Meeting cast in favor of one or both of the previous proposals passed, with votes as follows:

Item 7.01. Regulation FD Disclosure.

On December 29, 2017, the Company issued a press release announcing the results of the exchange transaction.

A copy of the Press Release is furnished herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are included as part of this Current Report on Form 8-K:

US ENERGY CORP Exhibit
EX-99.1 2 ex99-1.htm     U.S. Energy Corp. Completes Deleveraging Transaction   DENVER,…
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About U.S. ENERGY CORP. (NASDAQ:USEG)

U.S. Energy Corp. (U.S. Energy) is an independent energy company focused on the acquisition and development of oil and gas producing properties in the continental United States. The Company’s business activities are focused on South Texas and the Williston Basin in North Dakota. The Company operates through Oil and Gas segment. The Company participates in oil and gas projects primarily as a non-operating working interest owner through exploration and development agreements with various oil and gas exploration and production companies. The Company is also pursuing acquisitions of exploration, development and production-stage oil and gas properties or companies. The Company holds a geographically and geologically diverse portfolio of oil-weighted prospects in varying-stages of exploration and development. The Company engages in the prospect stages either for its own account or with prospective partners to enlarge its oil and gas lease ownership base.