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

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 February 11, 2021, 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”), to which the Company agreed to sell to the underwriters in a firm commitment underwritten public offering (the “Offering”) an aggregate of 1,131,500 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a public offering price of $5.10 per share which includes 147,600 shares of Common Stock issuable to Kingswood’s over-allotment option. The Offering is expected to close on February 17, 2021.

Kingswood acted as sole bookrunner for the Offering. The shares of Common Stock were offered by the Company to a registration statement on Form S-3, which was filed with the Securities and Exchange Commission (the “SEC”) on September 18, 2020 and declared effective on September 25, 2020 (File No. 333- 248906) (the “Registration Statement”), and the base prospectus contained therein. The Company filed a prospectus supplement with the SEC on February 11, 2021, in connection with the sale of the Shares. The Company agreed to pay the underwriters a cash fee equal to 6% of the aggregate gross proceeds received by the Company in connection with the Offering and reimburse certain expenses.

The net proceeds to the Company from the Offering, after deducting the underwriting discounts and commissions and Offering expenses, are expected to be approximately $5.3 million. 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.

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 270 days following the Offering 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.

In connection with the Offering, each of our officers and directors, 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 270 days after the Offering is completed, without the prior written consent of Kingswood.

The foregoing summary of the terms of the lock-up agreements is subject to, and qualified in its entirety by reference to, a copy of the form of lock-up agreement that is filed as Exhibit 10.1 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 February 11, 2021, the Company issued a press release announcing the proposed offering of common stock. On February 11, 2021, the Company issued a press release announcing the pricing 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 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:

1.1* Underwriting Agreement, dated February 11, 2021, by and between U.S. Energy Corp. and Kingswood Capital Markets, division of Benchmark Investments, Inc.
5.1* Opinion of the Loev Law Firm, PC
10.1* Form of Lock-Up Agreement
23.1* Consent of The Loev Law Firm, PC (included in Exhibit 5.1)
99.1** Press Release of U.S. Energy Corp. dated February 11, 2021
99.2** Press Release of U.S. Energy Corp. dated February 11, 2021

* Filed herewith.

** Furnished herewith.


US ENERGY CORP Exhibit
EX-1.1 2 ex1-1.htm   Exhibit 1.1   984,…
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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.

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