US Energy Corp. Announces Significant Unregistered Sales of Equity Securities Under \$25 Million Stock Purchase Agreement

Key Developments and Investor Highlights

US Energy Corp. (“the Company”) has filed a Form 8-K with the SEC to disclose a series of unregistered sales of its common stock, which could have material implications for shareholders and the Company’s share price.

1. Substantial Share Issuance to Roth Principal Investments

• On October 9, 2025, US Energy Corp. entered into a Common Stock Purchase Agreement with Roth Principal Investments, LLC. The agreement grants the Company the right, at its sole discretion, to sell up to \$25 million worth of its common stock (par value \$0.01 per share) to Roth Principal Investments, subject to conditions and limitations in the agreement.
• Since the last report on February 10, 2026, the Company has issued and sold an additional 6,525,843 shares of common stock to Roth Principal Investments under the Purchase Agreement, for total proceeds of \$7,300,223. This is in addition to 2,022,539 shares previously reported, sold for \$2,002,509.
• The cumulative share sales to Roth Principal Investments now represent approximately 19.1% of the Company’s outstanding shares of common stock as of September 30, 2025.

2. Key Trigger: Exceeding 5% Issuance Threshold

• A sale transaction completed on March 2, 2026 caused the total shares issued under the agreement to surpass the 5% threshold of the Company’s outstanding common shares as of September 30, 2025. This triggered the disclosure requirements of Item 3.02 of Form 8-K, which is a price-sensitive event.
• Of the shares sold, 1,425,000 shares (about 4.0% of outstanding shares as of September 30, 2025) were sold at a price determined by the Purchase Agreement. This price equaled or exceeded \$1.278 per share, reflecting the lower of the official closing price of the stock on Nasdaq immediately before the agreement or the average official closing price for the five trading days prior, as adjusted for the issuance of commitment shares.

3. Registration and Private Placement Details

• The shares were issued in a private transaction, relying on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as a transaction not involving a public offering. Roth Principal Investments represented that it is an accredited investor and acquired the shares for investment purposes.
• The Company filed a Form S-1 Registration Statement to register the resale of shares sold under the Purchase Agreement, which became effective on December 1, 2025.

4. Impact on Share Structure

• As a result of these issuances, the total number of shares of common stock outstanding as of this report is 44,269,192.
• The significant increase in share count (approximately 19.1% dilution relative to September 30, 2025) is a material development that investors should monitor closely.

5. What Shareholders Should Know

• Share Dilution: The issuance of 8,548,382 shares (including the latest tranche) to a single investor, representing nearly a fifth of the Company’s prior outstanding shares, is highly dilutive. Existing shareholders’ ownership percentages are reduced, which may affect the value of their holdings.
• Financing Flexibility and Capital Raise: The agreement provides the Company with significant flexibility to raise capital as needed, but at the cost of dilution.
• Potential Share Price Pressure: The registration of these shares for resale means Roth Principal Investments could sell them into the market, potentially putting downward pressure on the stock price if sold in large blocks.
• No Indication of Emerging Growth Company Status: The Company does not qualify as an emerging growth company.

6. Executive Sign-off

• The filing was signed by Ryan Smith, Chief Executive Officer, on March 3, 2026.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors should review the official SEC filings and consult with their financial advisor before making any investment decisions. The information herein is based on the Company’s Form 8-K filed March 4, 2026, and may be subject to further updates or corrections.

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