Item 1.01. Entry into a Material Definitive Agreement.
On
Kingswood acted as sole bookrunner for the Offering. The shares of Common Stock
were offered by the Company pursuant to a registration statement on Form S-3,
which was filed with the
The net proceeds to the Company from the Offering, after deducting the
underwriting discounts and commissions and Offering expenses, are expected to be
approximately
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
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 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
Item 8.01. Other Events.
On
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
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, datedFebruary 11, 2021 , by and betweenU.S. Energy Corp. andKingswood Capital Markets , division ofBenchmark Investments, Inc. 5.1* Opinion of the Loev Law Firm, PC 10.1* Form of Lock-Up Agreement 23.1* Consent ofThe Loev Law Firm , PC (included in Exhibit 5.1) 99.1** Press Release ofU.S. Energy Corp. datedFebruary 11, 2021 99.2** Press Release ofU.S. Energy Corp. datedFebruary 11, 2021 * Filed herewith.
** Furnished herewith.
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