Filed Pursuant to Rule 424(b)(3)
Registration No. 333-202907

PROSPECTUS

U.S. GEOTHERMAL INC.
683,607 shares of Common Stock

This is a public offering of up to 683,607 shares of the common stock, par value $0.001 per share, of U.S. Geothermal Inc., (“we,” “us,” or the “Company”), by the selling stockholders listed beginning on page 3 of this prospectus. All of the shares being offered, when sold, will be sold by selling stockholders.

We will not receive any proceeds from the sale of the shares by the selling stockholders. We will pay the expenses of registering the shares sold by the selling stockholders. See “Selling Stockholders” beginning on page 3 for a list of the selling stockholders.

These shares of common stock were registered to permit the selling stockholders to sell the shares from time to time, in amounts and at prices and on terms determined at the time of the offering. The selling stockholders may sell the shares of our common stock covered by this prospectus in a number of different ways and at prevailing market prices or privately negotiated transactions. We provide more information about how the selling stockholders may sell the shares in the section entitled “Plan of Distribution” beginning on page 7 of this prospectus.

Our common stock is listed on the NYSE MKT LLC (the “NYSE MKT”) under the symbol “HTM” and on the Toronto Stock Exchange (the “TSX”) under the symbol “GTH.” On June 2, 2015 the last reported sale price for our common stock on each exchange was US$0.49 and Cdn.$0.61 per share, respectively.

An investment in our securities involves a high degree of risk. Before you invest, you should carefully read this prospectus, including the Risk Factors beginning on page 3 of this prospectus, together with any prospectus supplement and the documents we incorporate by reference.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is June 3, 2015.

____________________

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS 2
RISK FACTORS 3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 3
USE OF PROCEEDS 3
SELLING STOCKHOLDERS 3
PLAN OF DISTRIBUTION 7
LEGAL MATTERS 8
EXPERTS 8
INCORPORATION BY REFERENCE 8
WHERE YOU CAN FIND MORE INFORMATION 9

i

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, the selling stockholders may, from time to time, sell or otherwise dispose of our common stock. We may also add, update or change in the prospectus supplement any of the information contained in this prospectus.

You should rely only on the information contained in this document or to which we have referred you. We and the selling stockholders have not authorized anyone to provide you with different or inconsistent information. If anyone provides you with different or inconsistent information, you should not rely on it. The selling stockholders are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any prospectus supplement, the documents incorporated by reference in this prospectus and any prospectus supplement, and any free writing prospectus is accurate only as of the date of those respective documents. You should read this prospectus, any prospectus supplement, the documents incorporated by reference in this prospectus and any prospectus supplement, and any free writing prospectus when making your investment decision. You should also read and consider the information in the documents we have referred you to in the prospectus entitled “Incorporation by Reference.”

As permitted by the rules and regulations of the SEC, the registration statement that contains this prospectus incorporates by reference important information that is not contained in this prospectus but that is contained in documents that we file with the SEC. You may read and obtain copies of these documents and the other reports we file with the SEC at the SEC’s web site, www.sec.gov, or at the SEC’s offices described below under the heading “Where You Can Find More Information.”

The distribution or possession of this prospectus in or from certain jurisdictions may be restricted by law. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale.

Our functional currency is the United States dollar. All references to “dollars” or “$” are to United States dollars and all references to “Cdn.$” are to Canadian dollars.

Summary of Our Business

U.S. Geothermal is in the renewable “green” energy business. Through our subsidiary, U.S. Geothermal Inc., an Idaho corporation (“Geo-Idaho,” although our references to the Company include and refer to our operations through Geo-Idaho), we are engaged in the acquisition, development and utilization of geothermal resources in the Western Region of the United States of America. Geothermal energy is the natural heat energy stored within the earth’s crust. In some areas of the earth, economic concentrations of heat energy result from a combination of geological conditions that allow water to penetrate into hot rocks at depth, become heated, and then circulate to a near surface environment. In these settings, commercially viable extraction of the geothermal energy and its conversion to electricity become possible and a “geothermal resource” is present.

Please carefully read both this prospectus and any prospectus supplement together with the additional information described below under “Incorporation by Reference” and “Where You Can Find More Information.” Our principal corporate and executive offices are located at 390 E. Parkcenter Blvd., Boise, Idaho 83706. Our telephone number is (208) 424-1027. We maintain a website at www.usgeothermal.com. Information contained on our website is not part of this prospectus.

The Offering

We are registering for resale shares of our common stock held by the selling stockholders listed in this prospectus. The selling stockholders acquired the securities in the following transaction.

2

On October 14, 2014, we entered an Agreement and Plan of Merger (the “Merger Agreement”) with Earth Power Resources, Inc., a Delaware corporation (“Target”), and USG Crescent Valley Inc., a Delaware corporation and wholly owned subsidiary of ours (“Merger Subsidiary”). Under the Merger Agreement, Merger Subsidiary merged with and into Target, with Target surviving the merger as a wholly-owned subsidiary of the Company (the “Merger”). Under the Merger Agreement, each outstanding share of Target was cancelled and converted into the right to receive shares of the Company.

Under the terms of the Merger Agreement, we agreed to file a registration statement with the SEC and use reasonable efforts to cause it to become effective.

On December 12, 2014, we completed the Merger. The registration statement of which this prospectus is a part covers 683,607 shares of common stock acquired under the Merger Agreement.

RISK FACTORS

An investment in our common stock involves a significant degree of risk. You should carefully consider the risk factors and all of the other information included in this prospectus, any prospectus supplement and the documents we have incorporated by reference into this prospectus and any prospectus supplement, including those in Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (our “Annual Report”), as updated by annual, quarterly and other reports and documents we file with the SEC after the date of this prospectus and that are incorporated by reference into this prospectus, in evaluating an investment in our common stock. If any of these risks were actually to occur, our business, financial condition or results of operations could be materially adversely affected. If the selling stockholders offer and sell any common stock pursuant to a prospectus supplement, we may include in the applicable prospectus supplement additional risk factors relevant to those shares of common stock.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference in this prospectus contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a number of risks and uncertainties. We caution readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. These forward-looking statements are based on the current beliefs and expectations of our management and are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results may differ materially from current expectations and projections. You can find many of these statements by looking for words like “believes,” “expects,” “anticipates,” “intends,” “estimates,” “may,” “should,” “will,” “could,” “plan,” “predict,” “potential,” or similar expressions in this prospectus or in documents incorporated by reference in this prospectus. Risks, uncertainties, and other factors that might cause such differences, some of which are material, include, but are not limited to, the factors discussed under the section of this prospectus entitled “Risk Factors.”

USE OF PROCEEDS

The selling stockholders will receive all of the net proceeds from the sales of common stock offered under this prospectus. We will not receive any proceeds from the sale of common stock by the selling stockholders.

SELLING STOCKHOLDERS

This prospectus covers the offering of up to 683,607 shares of our common stock by the selling stockholders.

The shares issued to the selling stockholders are “restricted” shares under applicable federal and state securities laws and are being registered to give the selling stockholders the opportunity to sell their shares. The registration of such shares does not necessarily mean, however, that any of these shares will be offered or sold by the selling stockholders. The selling stockholders may from time to time offer and sell all or a portion of their shares in the over-the-counter market, in negotiated transactions, or otherwise, at market prices prevailing at the time of sale or at negotiated prices.

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We will receive no proceeds from the sale of the registered shares, and we have agreed to bear the expenses of registration of the shares, other than commissions and discounts of agents or broker-dealers and transfer taxes, if any.

Selling Stockholders Information

The following is a list of the selling stockholders who own an aggregate of 683,607 shares of our common stock covered in this prospectus. The number of shares beneficially owned by each selling stockholder is listed as at closing of the Merger on December 12, 2014.

  Before Offering            After Offering




Name 		Total Number
of
Shares
Beneficially
Owned

Percentage
of Shares
Owned(1)

Number of
Shares
Offered(2)


Shares
Owned(3)


Percentage of
Shares Owned
Ronald C. Barr 155,301 * 155,301 - *
Dalo Living Trust(4) 89,865 * 89,865 - *
Colin Goranson 43,624 * 43,624 - *
Robert E. Thomas Rev Trust U/A Dtd 1/17/92(5) 41,006 * 41,006 - *
Daniel Marentette 31,627 * 31,627 - *
David C. Stoller and Barbara W. Stoller(6) 25,084 * 25,084 - *
Evans Industries Inc.(7) 19,413 * 19,413 - *
Gerard A. Byrne 18,734 * 18,734 - *
Berry J. Mullennix 17,231 * 17,231 - *
Carol R. Ryser 13,087 * 13,087 - *
Marathon Capital Markets, LLC(8) 12,215 * 12,215 - *
Hayne Ellis, III 11,997 * 11,997 - *
Peter C. van de Kamp 10,906 * 10,906 - *
Phoenix Flight, LLC(9) 10,906 * 10,906 - *
Kathryn N. Spangler 8,891 * 8,891 - *
Robert J. & Mary Ann Swain Rev Trust 3/14/2001(10) 8,725 * 8,725 - *
Martin A. Buckley 8,725 * 8,725 - *
Harry C. Johnson 8,725 * 8,725 - *
Randy Harris 8,725 * 8,725 - *
David B. Hart 8,725 * 8,725 - *
Tom Mitchell 8,725 * 8,725 - *

4


  Before Offering            After Offering




Name 		Total Number
of
Shares
Beneficially
Owned

Percentage
of Shares
Owned(1)

Number of
Shares
Offered(2)


Shares
Owned(3)


Percentage of
Shares Owned
James Gabriel Vizzard 7,290 * 7,290 - *
Therese Vizzard 7,290 * 7,290 - *
Renee Worthington 7,290 * 7,290 - *
Michele M. Wozniak 7,290 * 7,290 - *
Joseph Stephen Vizzard 7,289 * 7,289 - *
John F. Crotty 6,631 * 6,631 - *
David Kirk O’Connell 6,544 * 6,544 - *
Ford C. O’Connell 6,544 * 6,544 - *
Gaedeke Energy, LLC(11) 6,544 * 6,544 - *
Dickey Trust Dated 12/2/98(12) 5,671 * 5,671 - *
Michael L. Bradley 5,671 * 5,671 - *
Victoria Douglas Thoreson 4,362 * 4,362 - *
Jeffrey D. Stoermer 4,362 * 4,362 - *
John H. Williams, Jr. 4,362 * 4,362 - *
Chatham Advisors, LLC(13) 4,362 * 4,362 - *
Tamara Walden 4,362 * 4,362 - *
Julius A. Nicolai 4,097 * 4,097 - *
Alan K. Davis(14) 3,272 * 3,272 - *
Murray Froikin(15) 3,272 * 3,272 - *
John Mark Nichels 2,726 * 2,726 - *
John C. McKelvey 2,356 * 2,356 - *
Republic Geothermal, Inc.(16) 2,181 * 2,181 - *
David R. Reilly 1,497 * 1,497 - *
Kathleen Marie Landis 1,451 * 1,451 - *
Willis H. Thompson, Jr. 1,309 * 1,309 - *
Michael Kevin Thompson 1,309 * 1,309 - *
Dr. Richard J. Fuss 728 * 728 - *
Joseph P. Whalen and Sandra D. Whalen(17) 436 * 436 - *
Franz Weber 436 * 436 - *

5


  Before Offering   After Offering





Name
Total Number
of
Shares
Beneficially
Owned


Percentage
of Shares
Owned(1)


Number of
Shares
Offered(2)



Shares
Owned(3)



Percentage of
Shares Owned
Michael F. Walsh 436 * 436 - *

* Represents less than one percent of the outstanding common stock.

(1)

All percentages are based on 107,063,029 shares of common stock issued and outstanding on March 6, 2015.

   
(2)

Under the terms of the Merger Agreement, half of each stockholder’s shares are being held in escrow until June 12, 2015 and such shares in escrow may not be offered prior to that date.

   
(3)

This table assumes that each stockholder will sell all of the shares it acquired in the Merger during the effectiveness of the registration statement that includes this prospectus. Stockholders are not required to sell their shares. See “Plan of Distribution.”

   
(4)

Representatives of this stockholder have advised us that Dale L. Schwarzhoff is trustee for Dalo Living Trust and has sole voting and dispositive control over the common stock held by Dalo Living Trust.

   
(5)

Representatives of this stockholder have advised us that Robert E. Thomas is trustee for Robert E. Thomas Rev Trust U/A Dtd 1/17/92 and has sole voting and dispositive control over the common stock held by Robert E. Thomas Rev Trust U/A Dtd 1/17/92.

   
(6)

David C. Stoller and Barbara W. Stoller hold this common stock jointly and share voting and dispositive control over this common stock.

   
(7)

Representatives of this stockholder have advised us that Robert B. Evans has sole voting and dispositive control over the common stock held by Evans Industries Inc.

   
(8)

Representatives of this stockholder have advised us that Marathon Capital Markets, LLC is managed by Marathon Capital, LLC and that Robert Braasch and Richard Brandt share voting and dispositive power over all of the common stock owned by Marathon Capital Markets, LLC. Further, such representative has advised us that this stockholder received shares in Target in settlement of compensation owed for the provision of investment banking services to Target.

   
(9)

Representatives of this stockholder have advised us that Peter Dunev has sole voting and dispositive control over the common stock held by Phoenix Flights, LLC.

   
(10)

Representatives of this stockholder have advised us that Robert J. Swain and Mary Ann Swain are co- trustees for Robert J. & Mary Ann Swain Rev Trust 3/14/2001 and share voting and dispositive control over the common stock held by Robert J. & Mary Ann Swain Rev Trust 3/14/2001.

   
(11)

Representatives of this stockholder have advised us that Sabine Gaedeke Stener has sole voting and dispositive control over all of the common stock held by Gaedeke Energy, LLC.

   
(12)

Representatives of this stockholder have advised us that Pamela B. Dickey is trustee for Dickey Trust Dated 12/2/98 and has sole voting and dispositive control over the common stock held by Dickey Trust Dated 12/2/98.

   
(13)

Representatives of this stockholder have advised us that Steven T. Nicolai has sole voting and dispositive control over the common stock held by Chatham Advisors, LLC.

6


(14)
Mr. Davis has advised us that he received shares in Target in settlement of compensation owed for the provision of investment banking services to Target.
 
(15)
Mr. Froikin has advised us that he received shares in Target in settlement of compensation owed for the provision of investment banking services to Target.
   
(16)

Representatives of this stockholder have advised us that Timothy M. Evans, Edgar Wellbaum and Barry Rose share voting and dispositive control over all of the common stock held by Republic Geothermal, Inc.

   
(17)

Joseph P. Whalen and Sandra D. Whalen hold this common stock jointly and share voting and dispositive control over this common stock.

Each of the selling stockholders has represented to us that it is not a broker-dealer nor is it affiliated with any broker-dealer in the United States, other than (i) Alan K. Davis and Murray Froikin, each of whom is a registered principal with Starlight Funding Investments, LLC, and (ii) Marathon Capital Markets, LLC, both of which are FINRA member SEC registered broker-dealers in the United States. Except as otherwise provided in this prospectus, none of the selling stockholders is affiliated or has been affiliated with us, any of our predecessors or affiliates (other than an affiliate of Target prior to the Merger) during the past three years.

We have no knowledge of any other arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of the Company.

PLAN OF DISTRIBUTION

Each selling stockholder of our common stock and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on the NYSE MKT or the TSX or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder may use any one or more of the following methods when selling shares:

  • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
     
  • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
     
  • purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account;
     
  • an exchange distribution in accordance with the rules of the applicable exchange;
     
  • privately negotiated transactions;
     
  • settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
     
  • a broker-dealer may agree with a selling stockholder to sell a specified number of such shares at a stipulated price per share;
     
  • a combination of any such methods of sale;
     
  • through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or
     
  • any other method permitted pursuant to applicable law.

A selling stockholder may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 5110.

In connection with the sale of the common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of the common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

7

The selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each selling stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any underwriter or other person to distribute the common stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed customary fees and commissions.

The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

We are required to pay certain fees and expenses incurred by us incident to the registration of the shares, but we will not receive any proceeds from the sale of the common stock by the selling stockholders.

The selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the shares of common stock may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of such shares may be underwriting discounts and commissions under the Securities Act. Any selling stockholder who is an “underwriter” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and the provisions of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, and the rules thereunder relating to stock manipulation.

The shares will be sold only through registered or licensed broker-dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

LEGAL MATTERS

The validity of the common stock offered by this prospectus has been passed upon for us by Dorsey & Whitney LLP.

EXPERTS

The consolidated balance sheet of the Company as of December 31, 2014, and the related consolidated statements of stockholders’ equity, operations, and cash flows of the Company for the period then ended, which are incorporated by reference into this prospectus, have been so included in reliance on the report of MartinelliMick PLLC, independent accountants, given on the authority of said firm as experts in auditing and accounting.

INCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” information we file with it. This means that we can disclose important information to you by referring you to those documents. Any information we reference in this manner is considered part of this prospectus. Information we file with the SEC after the date of this prospectus will automatically update and, to the extent inconsistent, supersede the information contained in this prospectus.

We incorporate by reference the documents listed below, and future filings we make with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding, unless otherwise provided therein or herein, information furnished pursuant to Item 2.02 and Item 7.01 on any Current Report on Form 8-K, or corresponding information furnished under Item 9.01 or included as an exhibit ) after the date of the initial registration statement and prior to effectiveness of the registration statement and after the effectiveness of this registration statement and before the termination of the offering:

8

  • our Annual Report filed with the SEC on March 16, 2015; and
• all other documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus but prior to the termination of the offering of the securities made by this prospectus.

We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request of any such person, a copy of any or all of the reports or documents that we incorporate by reference in this prospectus contained in the registration statement (except exhibits to the documents that are not specifically incorporated by reference) at no cost to you, by writing or calling us at:

U.S. Geothermal Inc.
390 E. Parkcenter Blvd., Suite 250
Boise, ID 83706
(208) 424-1027

Information about us is also available at our website at www.usgeothermal.com. However, the information in our website is not a part of this prospectus and is not incorporated by reference into this prospectus.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s web site at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference rooms at:

100 F Street, N.E.
Room 1580
Washington, D.C. 20549

You may call the SEC at 1-800-SEC-0330 for more information on the public reference rooms and their copy charges. This prospectus is part of a registration statement and, as permitted by SEC rules, does not contain all of the information included in the registration statement. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete and, for a copy of the contract or document, you should refer to the exhibits that are part of the registration statement.

9

683,607 Shares

U.S. GEOTHERMAL INC.

Common Stock


____________

PROSPECTUS
____________

 

 

 

The date of this prospectus is June 3, 2015

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