US ENERGY CORP 8-K

What Happened

• U.S. Energy Corp (USEG) reported that, under a Common Stock Purchase Agreement dated October 9, 2025 with Roth Principal Investments, LLC, it has issued a total of 2,022,539 shares of common stock to Roth for aggregate gross proceeds of $2,002,509.10.
• These issuances represent approximately 5.7% of the Company’s outstanding common stock as of September 30, 2025. A sale completed on February 10, 2026 caused the 5% ownership threshold to be exceeded, triggering the Item 3.02 disclosure.

Key Details

• Purchaser: Roth Principal Investments, LLC.
• Purchase agreement date: October 9, 2025 (facility up to $25,000,000 of common stock sales).
• Shares issued/sold: 2,022,539 shares.
• Gross proceeds: $2,002,509.10.
• Percent of outstanding shares (as of 9/30/2025): ~5.7%.
• Triggering transaction date: February 10, 2026; disclosure filed on February 13, 2026.

Why It Matters

• The company raised roughly $2.0 million in cash through these unregistered equity sales, providing near‑term capital.
• Issuing the shares increased the company’s outstanding share count by about 5.7% (based on 9/30/2025 figures), which is dilutive to existing shareholders.
• The February 10, 2026 sale pushed Roth’s holdings past the 5% threshold, requiring the public disclosure reported here; the filings do not, by themselves, indicate changes in control or other corporate actions.