US ENERGY CORP

S-11 useg20251005_s1.htm FORM S-1

As filed with the Securities and Exchange Commission on October 9, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

U.S. Energy Corp.

(Exact name of registrant as specified in its charter)

1616 S. Voss Road, Suite 725

Houston, Texas 77057

(346) 509-8734

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Ryan L. Smith

Chief Executive Officer

U.S. Energy Corp.

1616 S. Voss Road, Suite 725

Houston, Texas 77057

(346) 509-8734

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

David M. Loev, Esq.

John S. Gillies, Esq.

The Loev Law Firm, PC

6300 West Loop South, Suite 280

Bellaire, Texas 77401

Telephone: (713) 524-4110

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☑

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. The Selling Stockholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Up to 24,100,000 Shares of Common Stock

This prospectus relates to the offer and sale of up to 24,100,000 shares of common stock, par value $0.01 per share (“Common Stock”), of U.S. Energy Corp., a Delaware corporation (the “Company”, “we” or “us”), by Roth Principal Investments, LLC, whom we refer to in this prospectus as “Roth Principal Investments” or the “Selling Stockholder.”

The shares of Common Stock to which this prospectus relates have been or may be issued by us to Roth Principal Investments pursuant to a Common Stock Purchase Agreement, dated as of October 9, 2025, we entered into with Roth Principal Investments, which we refer to in this prospectus as the Purchase Agreement. Such shares of Common Stock include (i) up to 23,876,859 shares that we may, in our sole discretion, elect sell to Roth Principal Investments, from time to time after the date of this prospectus, pursuant to the Purchase Agreement; and (ii) 223,141 shares of Common Stock we issued to Roth Principal Investments, upon our execution of the Purchase Agreement on October 9, 2025, as consideration for its commitment to purchase shares of our Common Stock that we may, in our sole discretion, direct Roth Principal Investments to purchase from us pursuant to the Purchase Agreement, from time to time after the date of this prospectus and during the term of the Purchase Agreement (the “Commitment Shares”). As of the date of this prospectus, we have not issued any shares of Common Stock to Roth Principal Investments under the Purchase Agreement other than the Commitment Shares.

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of Common Stock by the Selling Stockholder. However, we may receive up to $25,000,000 aggregate gross proceeds under the Purchase Agreement from sales of Common Stock we may elect to make to Roth Principal Investments pursuant to the Purchase Agreement after the date of this prospectus. See “The Committed Equity Facility” for a description of the Purchase Agreement and “Selling Stockholder” for additional information regarding Roth Principal Investments.

Roth Principal Investments may sell or otherwise dispose of the Common Stock described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution (Conflict of Interest)” for more information about how Roth Principal Investments may sell or otherwise dispose of the Common Stock pursuant to this prospectus. Roth Principal Investments is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended, or the Securities Act.

We will pay the expenses incurred in registering under the Securities Act the offer and sale of the shares of Common Stock to which this prospectus relates by the Selling Stockholder, including legal and accounting fees. We have also engaged D. Boral Capital, LLC to act as a “qualified independent underwriter” in this offering and have agreed to pay their fees for such services. See “Plan of Distribution (Conflict of Interest)” beginning on page 40.

Our Common Stock is currently listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “USEG”. On October 8, 2025, the last reported sales price of our Common Stock, as reported on Nasdaq, was $1.21 per share.

You should read this prospectus, together with additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” carefully before you invest in any of our securities.

Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks that we have described under, and incorporated by reference in,“Risk Factors”** beginning on page 15 of this prospectus, any prospectus supplement,** and in our reports filed with the Securities and Exchange Commission which are incorporated by reference herein for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025.