Form 8-K/A date of report 05-08-26 true 0000101594 0000101594 2026-05-08 2026-05-08

 

 

FORM 8-K/A

 

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 8, 2026

 

 

 

 

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):

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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. ☐

 

 

 

U.S. Energy Corp. (the “Company”, “we” and “us”) filed a Current Report on Form 8‑K with the Securities and Exchange Commission on May 8, 2026 (the “Initial Report”), which disclosed among other things, the results of the voting associated with the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) and the fact that Randall Keys ceased to serve as a member of the Board of Directors on the Company on May 8, 2026. Subsequent to such filing the Company identified an error in the disclosure associated with Mr. Keys’ ceasing to serve as a member of the Board of Directors, in that instead of notifying the Company that he would not stand for re-election at the Annual Meeting, he instead was not nominated as a member of the Board of Directors by the nominating committee. The Initial Report also incorrectly stated that the size of the Board of Directors did not change following the Annual Meeting, and such number of members decreased from six to five. This Amendment No. 1 to the Initial Report is being filed solely to correct such errors.

 

 

Effective May 8, 2026, Randall Keys ceased to serve as a member of the Board of Directors (the “Board”) of U.S. Energy Corp. (the “Company”) upon the expiration of his term at the Company’s 2026 Annual Meeting of Stockholders (the “Meeting”), after having not been renominated as a member of the Board by the nominating committee. The Board thanks Mr. Keys for his years of dedicated service and valuable contributions to the Company.

 

The size of the Board was changed to five (5) members effective upon Mr. Keys’ departure.

 

 

On May 8, 2026, the Company held the Annual Meeting. The following four proposals were voted on at the Meeting (as described in greater detail in the Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 6, 2026 (the “Proxy Statement”)), with the results of such voting as set forth below. Capitalized terms have the meanings given to such terms in the Proxy Statement and this Form 8-K should be read in connection with the Proxy Statement.

 

 

The director nominees listed below were duly elected to the Board of Directors by a plurality of the votes cast (there was no solicitation in opposition to management’s nominees as listed in the Proxy Statement), each to serve a term of three years and until his respective successor has been elected and qualified:

 

 

 

 

A management proposal to ratify the appointment of Weaver & Tidwell, L.L.P. as the Company’s independent auditor for the fiscal year ending December 31, 2026 was approved.

 

 

 

A management proposal relating to an advisory vote to approve named executive officer compensation was approved.

 

 

 

A management proposal to approve for purposes of complying with Section 5635(d) of the Listing Rules (the “Nasdaq Listing Rules”) of the Nasdaq Stock Market LLC, the issuance of shares of the Company's common stock, par value $0.01 per share ("Common Stock"), to Roth Principal Investments, LLC ("Roth Principal Investments") pursuant to the terms of that certain Common Stock Purchase Agreement, dated as of October 9, 2025 (the "Common Stock Purchase Agreement"), between the Company and Roth Principal Investments, in an amount that equals or exceeds 20% of the total shares of the Company's Common Stock outstanding immediately prior to the entry into the Common Stock Purchase Agreement (the "Nasdaq 20% Cap Removal Proposal"), was approved.

 

 

 

 

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.