8-K 1 form8-k.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): November 12, 2020

 

U.S. ENERGY CORP.

 

(Exact Name of Company as Specified in its Charter)

 

Wyoming

 

000-06814

 

83-0205516

(State or other jurisdiction

of incorporation or organization)

 

(Commission

File No.)

 

(I.R.S. Employer

Identification No.)

 

675 Bering Drive, Suite 100, Houston, Texas

 

77057

(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (303) 993-3200

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of exchange on which registered
Common Stock, $0.01 par value   USEG   NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On November 12, 2020, 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”), pursuant to which the Company agreed to sell to the underwriters in a firm commitment underwritten public offering (the “Offering”) an aggregate of 1,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a public offering price of $3.00 per share. The Company also granted the underwriters a 45-day option to purchase up to an additional 150,000 shares of Common Stock to cover over-allotments, if any, which over-allotment option was exercised in full. The Offering closed on November 16, 2020.

 

Kingswood acted as sole bookrunner for the Offering and R.F. Lafferty & Co., Inc. acted as co-manager in the Offering. The shares of Common Stock were offered by the Company pursuant to a registration statement on Form S-1, as amended (File No. 333-249738), filed with the Securities and Exchange Commission (the “Commission”), which was declared effective by the Commission on November 12, 2020 (the “Registration Statement”). The Offering was made by means of a prospectus forming a part of the effective registration statement. The Company paid the underwriters a cash fee equal to 7% of the aggregate gross proceeds received by the Company in connection with the Offering and reimbursed certain expenses.

 

The net proceeds to the Company from the Offering, after deducting the underwriting discounts and commissions and Offering expenses, were approximately $3.0 million, when including the exercise of the over-allotment option. 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.

 

Pursuant 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 one hundred and eighty (180) days following the Offering without the prior written consent of Kingswood.

 

In connection with the Offering, each of our officers, directors, and certain holders of our outstanding securities 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 one hundred eighty (180) days after the Offering is completed, 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.

 

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 November 12, 2020, the Company issued a press release announcing the pricing of the Offering. On November 16, 2020, the Company issued a press release announcing the closing 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 pursuant 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:

 

Exhibit Number   Description
     
1.1*   Underwriting Agreement, dated November 12, 2020, 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
23.1*   Consent of The Loev Law Firm, PC (included in Exhibit 5.1)
99.1**   Press Release of U.S. Energy Corp. dated November 12, 2020
99.2**   Press Release of U.S. Energy Corp. dated November 16, 2020

 

* Filed herewith.

** Furnished herewith.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  U.S. ENERGY CORP.
     
  By: /s/ Ryan Smith
    Ryan Smith
    Chief Executive Officer
     
  Dated: November 16, 2020

 

 

 

 

EXHIBIT INDEX

 

Exhibit Number   Description
     
1.1*   Underwriting Agreement, dated November 12, 2020, 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
23.1*   Consent of The Loev Law Firm, PC (included in Exhibit 5.1)
99.1**   Press Release of U.S. Energy Corp. dated November 12, 2020
99.2**   Press Release of U.S. Energy Corp. dated November 16, 2020

 

* Filed herewith.

** Furnished herewith.