美国能源美股招股说明书(2025-01-22版)

4,236,000 Shares of Common Stock U.S. Energy Corp. (“U.S. Energy,” the “Company,” “we,” “our” or “us”) is offering 4,236,000 sharesof its common stock, $0.01 par value per share (“Common Stock”), pursuant to this prospectus supplement andthe accompanying base prospectus. We have granted the underwriters the option to purchase, exercisablewithin a 30-day period, up to an additional 635,400 shares of Common Stock. We are offering all of the sharesof Common Stock offered by this prospectus on a firm commitment underwritten basis. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “USEG.” On January21, 2025, the last reported sale price for our Common Stock on the Nasdaq Capital Market was $3.79 pershare. As of January 21, 2025, the aggregate market value of our outstanding Common Stock held by non-affiliates was approximately $38.8 million, which was calculated based on 10,240,322 shares of outstandingCommon Stock held by non-affiliates, at a price per share of $3.79, the closing price of our Common Stock onJanuary 21, 2025, the highest closing price of the Company’s Common Stock on the Nasdaq Capital Marketduring the preceding sixty (60) day trading period. Pursuant to General Instruction I.B.6 of Form S-3, in noevent will we sell the securities described in this prospectus in a public primary offering with a valueexceeding more than one-third (1/3) of the aggregate market value of our Common Stock held by non-affiliatesin any twelve (12)-month period, so long as the aggregate market value of our outstanding Common Stockheld by non-affiliates remains below $75,000,000. During the twelve (12) calendar months prior to andincluding the date of this prospectus supplement, we have not offered or sold any securities pursuant toGeneral Instruction I.B.6 of Form S-3. Investing in our securities involves a high degree of risk. Before making an investment decision,please read the information in the section titled“Risk Factors”beginning on page S-8 of this prospectussupplement and in the documents incorporated by reference into this prospectus supplement and theaccompanying base prospectus. (1)We have agreed to pay the underwriters underwriting discounts and commissions equal to 6.5% of theaggregategross proceeds in this offering from the sale of the shares of Common Stock.See“Underwriting” beginning on page S-16 for additional information regarding the compensation payable to theunderwriters. (2)If the underwriters exercise their option to purchase additional shares in full, the total underwriting discountsand commissions payable by us will be $839,099, and the total proceeds to us, after underwriting discounts andcommissions, but before expenses, will be $12,070,111. Neither the U.S.Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectussupplement or the accompanying base prospectus. Any representation to the contrary is a criminaloffense. Delivery of the securities offered hereby is expected to be made on or about January 23, 2025, subject tothe satisfaction of certain closing conditions. Book-Running Manager Roth Capital Partners Co-Managers Johnson Rice & CompanyD. Boral Capital LLC The date of this prospectus supplement is January 22, 2025. Table of Contents TABLE OF CONTENTS Prospectus Supplement About This Prospectus SupplementCautionary Statement Concerning Forward Looking StatementsProspectus Supplement SummaryThe OfferingRisk FactorsUse of ProceedsDividend PolicyCapitalizationDilutionDescription of Securities We Are OfferingUnderwritingLegal MattersExpertsInterests of Named Experts and Counsel Where You Can Find More InformationIncorporation of Certain Documents by Reference Prospectus ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYSECURITIES REGISTERED HEREBY THAT WE MAY OFFERRISK FACTORSFORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF COMMON STOCKDESCRIPTION OF PREFERRED STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF UNITSLEGAL OWNERSHIP OF SECURITIESPLAN OF DISTRIBUTIONPROSPECTUS SUPPLEMENTSLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a registration statementon Form S-3 (File No. 333-267286) that we filed with the Securities and Exchange Commission (the “SEC”)utilizing a “shelf” registration process. This document is in two parts. The first part is this prospectussupplement, which describes the specific terms of this offering and also adds to and updates informationcontained in the accompanying base prospectus and the documents incorporated by reference herein. The secondpart, the accompanying base prospectus, provides more general information. Generally, when we refer to thisprospectus, we are referring to both parts of this document co