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

On January 5, 2018, U.S. Energy Corp. (the “Company”) entered into a common stock sales agreement (the “Sales Agreement”) with Northland Securities, Inc., as agent (“Northland”), to which the Company may sell from time to time, at its option, shares of its common stock, $0.01 par value per share, having an aggregate offering price of up to $2,500,000 (the “Shares”). Sales of the Shares, if any, will be made under the Company’s previously filed and currently effective Registration Statement on Form S-3 (Registration No. 333-204350) in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). A prospectus supplement relating to the Shares and an accompanying prospectus were filed with the U.S. Securities and Exchange Commission on January 5, 2018 and are a part of the Registration Statement. Interested investors should read the Registration Statement and all documents incorporated therein by reference.

The Company plans to sell Shares, from time to time, to fund working capital and general corporate purposes, which may include the Company’s share of capital expenditures on new wells drilled on the Company’s existing acreage. Coupled with the recently completed deleveraging transaction and previously announced positive settlement of the Statoil dispute, the Company has substantially strengthened its balance sheet and addressed legacy issues to refocus the organization on growing production and reserves.

Northland will use commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company cannot provide any assurances that it will sell any shares of its common stock to the Sales Agreement and may at any time suspend solicitation and offers to the Sales Agreement. The Company will pay Northland a commission of 3% of the gross proceeds from the sale of the Shares, if any. Under the terms of the Sales Agreement, the Company may also sell the Shares to Northland as principal for its own account at prices agreed upon at the time of sale. If the Company sells any Shares to Northland as principal, the Company will enter into a separate terms agreement with Northland. The Company has also agreed to provide Northland with customary indemnification rights against certain liabilities, including under the Securities Act. The offering of the Shares will terminate upon the earliest of (a) the sale of all of the Shares or (b) the termination of the Sales Agreement by the Company or Northland. The Company will also reimburse Northland for certain specified expenses in connection with the Sales Agreement.

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The opinion of the Company’s counsel regarding the legality of the Shares that will be issued to the Sales Agreement is also filed herewith as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares discussed herein, nor shall there be any offer, solicitation, or sale of Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

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-1.1 2 ex1-1.htm   Exhibit 1.1   U.S. ENERGY CORP.   COMMON STOCK SALES AGREEMENT   January 5,…
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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.