Item 1.01 Entry into a Material Definitive Agreement.

Purchase Agreements, Related Agreements and Transactions

On January 5, 2022 (the "Closing Date"), U.S. Energy Corp. ("we", "us", "U.S. Energy" or the "Company") closed the acquisitions (the "Closing") contemplated by those certain three separate Purchase and Sale Agreements (as amended to date, the "Purchase Agreements"), previously entered into by the Company on October 4, 2021, with each of (a) Lubbock Energy Partners LLC ("Lubbock"); (b) Banner Oil & Gas, LLC, Woodford Petroleum, LLC and Llano Energy LLC (collectively, "Banner"), and (c) Synergy Offshore LLC ("Synergy", and collectively with Lubbock and Banner, the "Sellers"), which were previously disclosed in Current Reports on Form 8-K filed by the Company with the Securities and Exchange Commission (the "SEC" or the "Commission") on October 6, 2021 and October 27, 2021. Copies of the Purchase Agreements are also incorporated by reference in this Current Report on Form 8-K as Exhibits 2.1 through 2.4 hereto.

Pursuant to the Purchase Agreements, we acquired certain oil and gas properties from the Sellers, representing a diversified, conventional portfolio of operated, producing, oil-weighted assets located across the Rockies, West Texas, Eagle Ford, and Mid-Continent. The acquisition also included certain wells, contracts, technical data, records, personal property and hydrocarbons associated with the acquired assets (collectively with the oil and gas properties acquired, the "Acquired Assets").

The purchase price for the Acquired Assets was (a) $125,000 in cash and 6,568,828 shares of our common stock, as to Lubbock; (b) $1,000,000 in cash, the repayment of $3.5 million in liabilities (which amounts were repaid with funds borrowed under the Credit Agreement discussed and defined below), and 6,790,524 shares of common stock, as well as the novation of certain hedges which had a mark to market loss of approximately $3.1 million as of the Closing Date, as to Banner (which were evidenced by the Master Agreement and Schedule, discussed and defined below); and (c) $125,000 in cash and 6,546,384 shares of common stock, as to Synergy. The aggregate purchase price under all the Purchase Agreements was $1.25 million in cash, 19,905,736 shares of common stock (the "PSA Shares"), the repayment of $3.5 million in debt, as well as the novation of the hedges discussed above. The initial base purchase price remains subject to customary working capital and other adjustments following the Closing.

Each Purchase Agreement required the Company to place a $500,000 deposit into . . .

Item 2.01 Completion of Acquisition or Disposition of Assets.

The description of the Closing of the Purchase Agreements, the Purchase Agreements and the Acquired Assets, and the other information set forth under "Purchase Agreements, Related Agreements and Transactions" in Item 1.01 above, is incorporated by reference into this Item 2.01 in its entirety. To the extent required by Item 2.01, the information contained in the Current Reports on Form 8-K filed by the Company with the Commission on October 6, 2021 and October 27, 2021, is hereby incorporated by reference into this Item 2.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information and disclosures set forth in Item 1.01 above under "Credit Agreement; Hedging Agreement and Related Transactions", including, but not limited to the discussion of the Credit Agreement, Notes, Master Agreement (and Schedule and Guaranty), and the descriptions of the amounts borrowed under the Credit Agreement to date and the obligations of the Company under the Master Agreement and Schedule, and the exhibits referenced therein, and incorporated by reference therein, are incorporated by reference into this Item 2.03in their entirety.

Item 3.02 Unregistered Sales of Equity Securities.

We claim an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act, for the issuance of the 19,905,736 SPA Shares, since the Purchase Agreements and related transactions did not involve a public offering, the recipients were "accredited investors", and acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities are not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

Item 3.03 Material Modifications to Rights of Security Holders.

The information and disclosures set forth in Item 1.01 above under "Purchase Agreements, Related Agreements and Transactions" and "Credit Agreement; Hedging Agreement and Related Transactions", including the exhibits referenced therein, and incorporated by reference therein, are incorporated by reference into this Item 3.03 in their entirety.

As described in Item 5.03 below, which description is incorporated by reference herein, on January 4, 2022, the Board of Directors amended the Amended and Restated Bylaws of the Company to increase the number of directors of the Company from five to seven.

Item 5.01 Changes in Control of Registrant.

As a result of the Closing, and effective on the Closing Date, January 5, 2022, the Sellers hold 80.98% of the Company's outstanding shares of common stock, effectively controlling the Company, and as such, the acquisition resulted in a change of control of the Company. No one person or group held voting control over the Company prior to the Closing.

Following the Closing, John A. Weinzierl, who was appointed as member of the Board of Directors and Chairman of the Company effective upon Closing, beneficially owns 6,568,828 shares of common stock of the Company (26.7% of the Company's outstanding common stock)(representing the shares issued to Lubbock), which he beneficially owns due to Mr. Weinzierl's status as Chief Executive Officer of Lubbock; Duane H. King, who was appointed as a member of the Board of Directors of the Company effective upon Closing, beneficially owns 6,546,384 shares of common stock of the Company (26.6% of the Company's outstanding common stock)(representing the shares issued to Synergy), which he beneficially owns as Chief Executive Officer of Synergy; and Joshua L. Batchelor, who was appointed as member of the Board of Directors of the Company effective upon Closing, beneficially owns 6,790,524 shares of common stock of the Company (27.6% of the Company's outstanding common stock)(representing the shares issued to the Banner Parties), which he beneficially owns due to Mr. Batchelor's status as Managing Partner of Sage Road, which entity owns and controls each Banner Party entity.

Separately, each of the Sellers entered into a Nominating and Voting Agreement at Closing, which is described in greater detail above under Item 1.01, "Purchase Agreements, Related Agreements and Transactions-Purchase Agreements, Related Agreements and Transactions", which information, and the Nominating and Voting Agreement, are incorporated by reference in this Item 5.01 in their entirety, which provides that each Nominating Party (as defined in Item 1.01) will have the right to designate for nomination to the Board two nominees (for so long as such Nominating Party holds at least 15% of the Company's outstanding common stock) and one nominee (for so long as such Nominating Party holds at least 5% of the Company's common stock), for appointment at any stockholder meeting or via any consent to action without meeting of the stockholders of the Company. The Nominating and Voting Agreement also requires the Board to include such nominees in the slate of directors up for appointment at each meeting of stockholders where directors will be appointed, and take other actions to ensure that such persons are elected to the Board by the stockholders of the Company. During the term of the Nominating and Voting Agreement, each Seller agreed to vote all securities of the Company which they hold in any manner as may be necessary to nominate and elect (and, if applicable, maintain in office) as a member of the Company's Board, each of the Seller Nominated Persons and further to not remove any Seller Nominated Persons, unless such person is a Disqualified Person (as defined in Item 1.01).

Except in connection with the Nominating and Voting Agreement and the Purchase Agreements, no arrangements or understandings exist among present or former controlling shareholders with respect to the election of members of the Board of Directors of the Company, and, to the knowledge of the Company, no other arrangements exist that might result in a change of control of the Company.

The Purchase Agreements are disclosed in greater detail in the Current Reports on Form 8-K filed by the Company with the SEC on October 6, 2021 and October 27, 2021. The shares of common stock issued to each of the Sellers were issued pursuant to the terms of the Purchase Agreements, in consideration for the Acquired Assets. . . .

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.





(b) Resignation of Director

Effective on January 4, 2022, Javier F. Pico notified the Company of his intent to resign as a member of the Board of Directors of the Company, effective upon the Closing, which Closing and which resignation was effective January 5, 2021. The resignation was not because of a disagreement with the Company on any matter relating to the Company's operations, policies or practices, but was solely due to the requirements of the Purchase Agreements and Nominating and Voting Agreement.

(b)(c) Chief Operating Officer Appointment

Effective on January 5, 2022, pursuant to the terms of the Purchase Agreements and Nominating and Voting Agreement, and as a required condition to Closing, the Board of Directors appointed Mr. Donald Kessel as Chief Operating Officer of the Company. While the Company did not have a formal Chief Operating Officer prior to such appointment, to the extent that Mr. Ryan L. Smith, the Chief Executive Officer and Chief Financial Officer of the Company, could have been deemed the principal operating officer of the Company, due to his status as the sole executive officer of the Company prior to such appointment, Mr. Smith was relieved of such functions effective as of the appointment of Mr. Kessel.

Mr. Kessel is not party to an employment agreement with the Company, and will serve as Chief Operating Officer, at the discretion of the Board, rather than for specific terms of office, subject to the terms of any employment agreement.

Mr. Kessel's biographical information is provided below:

Donald A. Kessel

Mr. Kessel, age 61, has served as U.S. Energy's Vice President of Operations (non-executive) since April 2021 after consulting for the Company since March 2020. Mr. Kessell has also provided consulting services to various entities in the exploration and production industry since 2016. Mr. Kessel previously served as Interim President and Chief Executive Officer of Timber Creek Energy LLC, an oil and gas exploration and production company from March 2018 to January 2019. Mr. Kessel is responsible for improving efficiency and implementing operational changes on U.S. Energy's assets. Mr. Kessel co-founded Murex Petroleum Corporation in 1999 and grew the company into an industry leader in the Williston Basin, before leaving in 2016. Mr. Kessel's began his oil and gas career at Hess Corporation in various engineering roles. Mr. Kessel spent 18 years on the Board of the North Dakota Petroleum Council and serves as the Chair of the Advisory Committee of the Petroleum Technology Program at Bismarck State College. Mr. Kessel obtained a B.S. in petroleum engineering from North Dakota State University.

There are no family relationships among any of the current Company directors and executive officers of the Company.

Mr. Kessel is not party to any material plan, contract or arrangement (whether or not written) with the Company and there are no arrangements or understandings between Mr. Kessel and any other person pursuant to which he was selected to serve as an officer of the Company (except in connection with the Purchase Agreements and Nominating and Voting Agreement), nor is he a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K, except in connection with the Purchase Agreements and Nominating and Voting Agreement.

Mr. Kessel's compensation may be set from time to time by the Board of Directors of the Company, or the Compensation Committee, and Mr. Kessel, in the discretion of the Board of Directors and Compensation Committee, may also receive bonuses from time to time in the discretion of the Board and/or Compensation Committee . . .

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 4, 2022, the Board of Directors approved an amendment to the Company's Amended and Restated Bylaws ("Restated Bylaws") to amend Section 3.2 thereto, to increase the number of members of the Board of Directors from five to seven members. A copy of the Company's Amended and Restated Bylaws, as amended, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 4, 2022, the Company held a Special Meeting of Stockholders at 9:00 A.M. Houston time at the Company's corporate offices: 675 Bering Drive, Suite 390, Houston, Texas 77057 (the "Special Meeting"). Summarized below are the results of the matters voted on at the Special Meeting.













                                                                                Broker
Matter Voted On                      Votes For   Votes Against   Abstentions   Non-Votes
1. To approve the terms of that      2,397,254      137,989        59,827         -0-
certain Purchase and Sale
Agreement, dated October 4, 2021,
between Lubbock Energy Partners
LLC ("Lubbock") and the Company
(as it may be amended from time to
time and including all exhibits
and schedules thereto, "Lubbock
Purchase Agreement"), including,
but not limited to, the shares of
Company common stock issuable in
connection therewith, pursuant to
which the Company will acquire
certain oil and gas interests and
related assets from Lubbock (the
"Lubbock Purchase Agreement
Proposal");
2. To approve the terms of that      2,395,328      137,987        61,755         -0-
certain Purchase and Sale
Agreement, dated October 4, 2021,
between Banner Oil & Gas, LLC
("Banner Oil"), Woodford
Petroleum, LLC ("Woodford") and
Llano Energy LLC ("Llano" and
collectively, Llano, Banner Oil
and Woodford, "Banner") and the
Company (as it may be amended from
time to time and including all
exhibits and schedules thereto,
"Banner Purchase Agreement"), but
not limited to, the shares of
Company common stock issuable in
connection therewith, pursuant to
which the Company will acquire
certain oil and gas interests and
related assets from Banner (the
"Banner Purchase Agreement
Proposal");
3. To approve the terms of that      2,395,333      138,010        61,727         -0-
certain Purchase and Sale
Agreement, dated October 4, 2021,
between Synergy Offshore LLC
("Synergy") and the Company (as it
may be amended from time to time
and including all exhibits and
schedules thereto, "Synergy
Purchase Agreement"), but not
limited to, the shares of Company
common stock issuable in
connection therewith, pursuant to
which the Company will acquire
certain oil and gas interests and
related assets from Synergy (the
"Synergy Purchase Agreement
Proposal", and together with the
Lubbock Purchase Agreement
Proposal and the Banner Purchase
Agreement Proposal, the "Purchase
Agreements Proposals");
4. To approve, on a non-binding,     2,296,313      233,091        65,666         -0-
advisory basis, the compensation
that may be paid or become payable
to certain of U.S. Energy's named
executive officers prior to, or
after, the consummation of the
transactions contemplated by the
Lubbock Purchase Agreement, Banner
Purchase Agreement and Synergy
Purchase Agreement (as they have,
and may be, amended from time to
time and including all exhibits
and schedules thereto, the
"Purchase Agreements"); and
5. To approve an adjournment of      2,372,995      153,824        68,251         -0-
the Special Meeting, if necessary,
to solicit additional proxies if
there are not sufficient votes in
favor of the proposal to approve
the Purchase Agreements.

The results reported above are final voting results. No other matters were considered or voted upon at the meeting.

The proposals above are described in greater detail in the Definitive Proxy Statement on Schedule 14A, filed by the Company with the Securities and Exchange Commission on November 9, 2021 (the "Proxy Statement"). At the Special Meeting, an aggregate of 2,595,070 shares of voting stock, or 55.5% of our 4,676,301 total outstanding voting shares as of November 5, 2021, the record date for the Meeting (the "Record Date"), were present at or were voted at the Meeting, constituting a quorum. Approval of Proposals 1 through 5 required more votes cast in favor of such proposals than were cast against such proposals at the Special Meeting and as such, each of proposals 1 through 5 were approved by the requisite vote of the Company's stockholders.

Item 7.01. Regulation FD Disclosure.

On January 10, 2022, the Company issued a press release announcing the Closing. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

Also on January 10, 2022, the Company posted an updated January 2022 presentation on its website, disclosing certain information about the Company and the acquisitions. A copy of the presentation is attached hereto as Exhibit 99.2, and is incorporated herein by reference.

The information responsive to Item 7.01 of this Form 8-K and Exhibits 99.1 and 99.2, attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such a filing.

The press release and presentation furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K, contain forward-looking statements within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and assumptions. These forward-looking statements relate to the Company's current expectations and are subject to the limitations and qualifications set forth in the press release and presentation as well as in the Company's other filings with the Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements. These statements also involve known and unknown risks, which may cause the results of the Company, its divisions and concepts to be materially different than those expressed or implied in such statements. Accordingly, readers should not place undue reliance on any forward-looking statements. Forward-looking statements may include comments as to the Company's beliefs and expectations as to future financial performance, events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside the Company's control. More information on potential factors that could affect the Company's financial results is included from time to time in the "Cautionary Note About Forward-Looking Statements," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of the Company's periodic and current filings with the SEC, including the Form 10-Qs and Form 10-Ks, filed with the SEC and available at www.sec.gov. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

The financial statements of the Acquired Assets will be filed no later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information

Pro forma financial information relative to acquisition of the Acquired Assets will be filed no later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.













(d) Exhibits



Exhibit No.   Description
   2.1+         Purchase and Sale Agreement between among Lubbock Energy Partners,
              LLC, as seller, and U.S. Energy Corp., as purchaser, dated as of
              October 4, 2021 (Filed as Exhibit 2.1 to the Current Report on Form
              8-K filed by the Company with the Securities and Exchange Commission
              on October 6, 2021, and incorporated by reference herein)
   2.2+         Purchase and Sale Agreement between among Banner Oil & Gas, LLC,
              Woodford Petroleum, LLC and Llano Energy LLC, as sellers, and U.S.
              Energy Corp., as purchaser, dated as of October 4, 2021 (Filed as
              Exhibit 2.2 to the Current Report on Form 8-K filed by the Company
              with the Securities and Exchange Commission on October 6, 2021, and
              incorporated by reference herein)
   2.3+         Purchase and Sale Agreement between among Synergy Offshore, LLC,
              as seller, and U.S. Energy Corp., as purchaser, dated as of October
              4, 2021 (Filed as Exhibit 2.3 to the Current Report on Form 8-K
              filed by the Company with the Securities and Exchange Commission on
              October 6, 2021, and incorporated by reference herein)
    2.4         First Amendment to Purchase and Sale Agreements between Lubbock
              Energy Partners, LLC; Banner Oil & Gas, LLC, Woodford Petroleum, LLC
              and Llano Energy LLC; Synergy Offshore, LLC, and U.S. Energy Corp.,
              dated as of October 25, 2021(Filed as Exhibit 2.4 to the Current
              Report on Form 8-K filed by the Company with the Securities and
              Exchange Commission on October 27, 2021, and incorporated by
              reference herein)
   3.1*         Amended and Restated Bylaws of U.S. Energy Corp.
   10.1*        Registration Rights Agreement dated January 5, 2022, by and
              between U.S. Energy Corp., Banner Oil & Gas, LLC, Woodford
              Petroleum, LLC, Llano Energy LLC, Lubbock Energy Partners LLC and
              Synergy Offshore LLC
   10.2*        Nominating and Voting Agreement dated January 5, 2022, by and
              between U.S. Energy Corp., Banner Oil & Gas, LLC, Woodford
              Petroleum, LLC, Llano Energy LLC, Lubbock Energy Partners LLC and
              Synergy Offshore LLC
   10.3*        Contribution Agreement dated January 5, 2022, by and between U.S.
              Energy Corp., Banner Oil & Gas, LLC, Woodford Petroleum, LLC, Llano
              Energy LLC, Lubbock Energy Partners LLC and Synergy Offshore LLC
  10.4*+        Farmout Agreement dated January 5, 2022, by and between U.S.
              Energy Corp. and Synergy Offshore LLC
  10.5*+        Transition Services Agreement dated January 5, 2022, by and
              between Banner Oil & Gas, LLC and U.S. Energy Corp.
   10.6*        Credit Agreement dated as of January 5, 2022, among U.S. Energy
              Corp., as borrower, Firstbank Southwest, as Administrative Agent and
              the Lenders party thereto
   10.7*        Note dated January 5, 2022 in connection with January 5, 2022,
              Credit Agreement
   10.8*        Unconditional Guaranty dated January 5, 2022, by and between
              Firstbank Southwest and Energy One LLC, New Horizon Resources LLC
              and BOG - OSAGE, LLC
  10.9*+        Security Agreement dated January 5, 2022, by and between U.S.
              Energy Corp., Energy One LLC, New Horizon Resources LLC and BOG -
              OSAGE, LLC and Firstbank Southwest
  10.10*        Intercreditor Agreement dated January 5, 2022, by and between
              Nextera Energy Marketing, LLC, each Swap Counterparty thereto, U.S.
              Energy Corp. and Firstbank Southwest
  10.11*        ISDA 2002 Master Agreement between Nextera Energy Marketing, LLC
              and U.S. Energy Corp., and related Schedule and form of Guaranty.
  99.1**        Press Release dated January 10, 2022
  99.2**        January 2022 Corporate Overview Presentation
    104       Cover Page Interactive Data File (the cover page XBRL tags are
              embedded within the Inline XBRL document)




* Filed herewith.

** Furnished herewith.

+ Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that U.S. Energy Corp. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

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