Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing
Standard; Transfer of Listing.
As previously announced, on May 9, 2019, U.S. Energy Corp. (the "Company")
received a letter (the "Notice") from the Nasdaq Stock Market ("Nasdaq")
notifying the Company that it was not in compliance with the requirement of
Nasdaq Listing Rule 5605(c)(2) for continued listing on Nasdaq as a result of
the Company's audit committee being comprised of fewer than three independent
directors. On June 14, 2019, Nasdaq notified the Company that as a result of the
appointment of Catherine Boggs to the Company's Board of Directors and audit
committee, Nasdaq determined that the Company is in compliance with Nasdaq
Listing Rule 5605(c)(2).
On June 19, 2019, Nasdaq notified the Company that, although the Company has not
regained compliance with the minimum $1.00 closing bid price per share
requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price
Requirement"), Nasdaq has determined that the Company is eligible for an
additional 180 calendar day period, or until December 16, 2019, to regain
compliance with the Minimum Bid Price Requirement. The second 180-day period
relates exclusively to the $1.00 closing bid price deficiency, and the Company
may be delisted during the 180-day period for failure to maintain compliance
with any other Nasdaq listing requirements for which the Company is currently on
notice or which occurs during the 180-day period. The Company continues to
monitor the closing bid price of its common stock and may, if appropriate,
consider implementing available options to regain compliance with the Minimum
Bid Price Requirement.
The Company remains in non-compliance with Nasdaq Listing Rule 5250(c)(1) as a
result of the Company's inability to timely file its Annual Report on Form 10-K
for the fiscal year ended December 31, 2018 and its Quarterly Report on Form
10-Q for the fiscal period ended March 31, 2019. The Company continues to work
diligently toward the filing of the Form 10-Q and the Form 10-K with the
Securities and Exchange Commission (the "SEC") as soon as reasonably
This report contains forward-looking statements, and any statements other than
statements of historical fact could be deemed to be forward-looking statements.
These forward-looking statements include, among other things, statements
regarding the expected timing for the filing of its Annual Report on Form 10-K
for the fiscal year ended December 31, 2018 and Quarterly Report on Form 10-Q
for the quarter ended March 31, 2019, the Company's ability to regain compliance
with the Exchange's requirements for continued listing, and related matters.
These statements are subject to risks and uncertainties, including the failure
of the Company to file the Form 10-K and 10-Q on its expected timeline, and
actual results may differ materially from these statements. You are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date of this report. The Company undertakes no obligation to
revise or update any forward-looking statements to reflect events or
circumstances after the date hereof.
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