Current Report Filing (8-k)
May 15 2019 - 5:48PM
Edgar (US Regulatory)
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): May 9, 2019
U.S. ENERGY CORP.
(Exact Name of Company as Specified in its Charter)
Wyoming
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0-6814
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83-0205516
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(I.R.S.
Employer
Identification No.)
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950
S. Cherry St., Suite 1515, Denver, Colorado
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80246
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(303) 993-3200
Not
Applicable
Former
Name, Former Address or Former Fiscal Year,
If
Changed From Last Report)
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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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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).
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 Standard; Transfer of Listing
.
On
May 9, 2019, U.S. Energy Corp. (the “Company”) received a letter (the “Notice”) from the Nasdaq Stock
Market (“Nasdaq”) notifying the Company that it is not in compliance with the requirement of Nasdaq Listing Rule 5605(c)(2)
for continued listing on Nasdaq as a result of the Company’s audit committee being comprised of fewer than three independent
directors. Further, the Notice states that the Company is not eligible for the cure period provided under Nasdaq Listing Rule
5605(c)(4) because there is more than one vacancy on the audit committee.
Pursuant
to Nasdaq Listing Rules, the Company would have 45 calendar days to submit a plan to regain compliance, however, Nasdaq has informed
the Company that because the Company has not yet filed its Form 10-K for the fiscal year ended December 31, 2018, Nasdaq has determined
to apply more stringent criteria and to shorten the time period for the Company to submit a plan to regain compliance with Nasdaq
Listing Rule 5605(c)(2). Such plan must be supplied to Nasdaq no later than May 23, 2019.
In
addition, Nasdaq has informed the Company that in light of the Company’s non-compliance with Nasdaq Listing Rule 5605(c)(2),
Nasdaq has determined to apply more stringent criteria and shorten the time period for the Company to submit its plan to regain
compliance with Nasdaq Listing Rule 5250(c)(1). The Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result
of the Company’s inability to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
The
Company previously had until June 17, 2019 to submit a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1), however
the Company must now submit its plan to regain compliance with Nasdaq Listing Rule 5250(c)(1) at the same time it submits its
plan to regain compliance with Nasdaq Listing Rule 5605(c)(2), no later than May 23, 2019.
The
Company intends to submit a plan to Nasdaq for regaining compliance with Nasdaq Listing Rules 5250(c)(1) and 5605(c)(2) by the
May 23, 2019 deadline. Moreover, the Company continues to work diligently to address the composition of its audit committee and
to enable the filing of the Form 10-K with the Securities and Exchange Commission (the “SEC”) as soon as reasonably
practicable.
This
report contains forward-looking statements, 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 expected timing
for the filing of the Form 10-K, the Company’s ability to regain compliance with the Exchange’s requirements for continued
listing and related matters. These statements are subject to risks and uncertainties, including the failure of the Company to
file the Form 10-K on its expected timeline, 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
SIGNATURE
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.
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U.S.
ENERGY CORP.
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Dated:
May 15 , 2019
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By:
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/s/
David Veltri
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David
Veltri
Chief
Executive Officer & President
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