U.S. ENERGY CORP. (NASDAQ:USEG) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on December 19, 2018, the Nasdaq Stock Market (“Nasdaq”) notified U.S. Energy Corp., a Wyoming corporation (the “Company”), that the bid price of the Company’s common stock had closed at less than $1.00 per share over the previous 30 consecutive business days, and, as a result, did not comply with the minimum $1.00 closing bid price per share requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Company was provided 180 calendar days, or until June 17, 2019, to regain compliance with the Minimum Bid Price Requirement. To regain compliance with the Minimum Bid Price Requirement, the closing bid price of the Company’s common stock was required to have met or exceeded $1.00 per share for at least ten consecutive business days during such period. On June 19, 2019, the Company was provided an additional 180 calendar day period, or until December 16, 2019, to demonstrate compliance.
On December 17, 2019, the Company received notice (the “Notice”) from the Nasdaq Listing Qualifications department (the “Staff”) indicating that, based on the Company’s continued non-compliance with the Minimum Bid Price Requirement, the Company’s common stock will be delisted from the Nasdaq Capital Market. The Notice further states that unless the Company requests an appeal of the Staff’s delisting determination to a Hearing Panel (the “Panel”) to the procedures set forth in the Nasdaq Listing Rule 5800 Series, trading of the Company’s common stock will be suspended at the opening of business on December 27, 2019, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s common stock from listing and registration on Nasdaq. The request for a hearing must be submitted no later than December 24, 2019.
The Company intends to timely request a hearing before the Panel, which request will stay the suspension of the Company’s common stock and the filing of the Form 25-NSE pending the Panel’s decision. At the hearing, the Company intends to present its plan to regain compliance with the Minimum Bid Price Requirement. This plan involves implementing a reverse stock split of the Company’s common stock at a reverse split ration of 1-for-10 (the “Reverse Stock Split”), as disclosed in the Company’s definitive proxy statement filed with the SEC on November 5, 2019. As previously disclosed, the Company’s shareholders approved the Reverse Stock Split at the Company’s Annual Shareholders’ Meeting held on December 10, 2019. The Company anticipates that the Reverse Stock Split will be effective as of January 2, 2020.
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and any statements other than statements of historical fact could be deemed to be forward-looking statements. These forward-looking statements include, among other things, statements regarding the Company’s ability to timely request a hearing before the Panel and present its plan to regain compliance with the Minimum Bid Price Requirement, to timely implement and cause to be effective the Reverse Stock Split, and to regain compliance with Nasdaq’s requirements for continued listing, as well as related matters. These statements are subject to risks and uncertainties, including the failure of the Company to timely request a hearing before the Panel, the failure of the Company to timely implement and cause to be effective the Reverse Stock Split, the Company’s plan to regain compliance with the Minimum Bid Price Requirement not being accepted and the failure of the Company to otherwise regain compliance with Nasdaq’s requirements for continued listing, and actual results may differ materially from these statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.
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.
