false 0000101594 US ENERGY CORP 0000101594 2024-09-17 2024-09-17
 
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): September 17, 2024
 
U.S. ENERGY CORP.
(Exact name of registrant as specified in its charter)
 
Delaware
  
000-06814
  
83-0205516
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
 
1616 S. Voss, Suite 725, 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
  
The NASDAQ Stock Market LLC
(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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
On September 17, 2024, U.S. Energy Corp. (the “Company”, “we” and “us”) received written notice (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of thirty (30) consecutive business days. Based on the closing bid price of the Company’s common stock for the thirty (30) consecutive business days from August 5, 2024 to September 16, 2024, the Company no longer meets the minimum bid price requirement.
 
The Notification Letter does not impact the Company’s listing of its common stock on the Nasdaq Capital Market at this time. The Notification Letter states that the Company has 180 calendar days or until March 17, 2025, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. If the Company does not regain compliance by March 17, 2025, an additional 180 days may be granted to regain compliance, so long as the Company meets The Nasdaq Capital Market initial listing criteria (except for the bid price requirement) and notifies Nasdaq in writing of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. If the Company does not qualify for the second compliance period or fails to regain compliance during the second 180-day period, the Company’s common stock will be subject to delisting, at which point the Company would have an opportunity to appeal the delisting determination to a Hearings Panel.
 
The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider implementing available options to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules.
 
Item 8.01. Other Events.
 
The Company previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (SEC) on July 1, 2024 and a press release filed on the same day, that on June 25, 2024, the Company entered into a non-binding letter of intent (the “LOI”), with Synergy Offshore LLC (“Synergy”), relating to the proposed acquisition by the Company, from Synergy, of 24,000 net acres, located in Toole County, Montana (the “Synergy Assets”).
 
Synergy is controlled by Mr. Duane H. King, a member of the Board of Directors of the Company, who serves as the Chief Executive Officer and Manager of Synergy, and John A. Weinzierl, the Company’s Chairman.
 
The LOI subsequently expired pursuant to its terms and the Company is no longer pursuing the acquisition of the Synergy Assets contemplated by the LOI.
 
 
 
 
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:
September 20, 2024
 
 
v3.24.3
Document And Entity Information
Sep. 17, 2024
Document Information [Line Items]  
Entity, Registrant Name US ENERGY CORP
Document, Type 8-K
Document, Period End Date Sep. 17, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 000-06814
Entity, Tax Identification Number 83-0205516
Entity, Address, Address Line One 1616 S. Voss, Suite 725
Entity, Address, City or Town Houston
Entity, Address, State or Province TX
Entity, Address, Postal Zip Code 77057
City Area Code 303
Local Phone Number 993-3200
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol USEG
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0000101594
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