U.S. ENERGY CORP. (NASDAQ:USEG) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On October 2, 2017, the Company and APEG entered into a letter agreement (the “Letter Agreement”) delaying the effectiveness of the Exchange Agreement and the Standstill Agreement until approved by the Company’s board of directors, and conditioning the closing of the transaction on receipt of NASDAQ and shareholder approval. On October 3, 2017 the Company’s board of directors unanimously approved the Exchange Agreement and the Standstill Agreement.
The foregoing description of the Letter Agreement is only a summary of, and is qualified in its entirety by reference to, the full text of the Letter Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference
| 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 7.01. | Regulation FD Disclosure. |
On October 5, 2017, the Company issued a press release announcing its entry into the Exchange Agreement.
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 a part of this Current Report on Form 8-K:
| Exhibit No. | Description |
| 10.1 | Exchange Agreement, dated September 28, 2017, by and among U.S. Energy Corp., Energy One LLC, and APEG Energy II, L.P. |
| 10.2 | Standstill Agreement, dated September 28, 2017, by and between U.S. Energy Corp. and APEG Energy II, L.P. |
| 10.3 | Letter Agreement, dated October 2, 2017, by and between U.S. Energy Corp. and APEG Energy II, L.P. |
| 99.1 | Press Release dated October 5, 2017 |
US ENERGY CORP ExhibitEX-10.1 2 s107691_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Privileged and Confidential EXCHANGE AGREEMENT This Exchange Agreement (this “Agreement”) is made and entered into on September 28,…To view the full exhibit click here
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.