USEG updates S-1 with auditor and reserves expert consents

Rhea-AI Filing Summary

U.S. Energy Corp. (USEG) filed a Form 8-K to provide newly dated expert consents connected to its previously filed registration statement on Form S-1. The company obtained an updated consent from Weaver and Tidwell, L.L.P., its independent registered public accounting firm, allowing their audit report on the December 31, 2024 and 2023 consolidated financial statements, originally included in the Form 10-K, to be incorporated by reference into the Form S-1. U.S. Energy Corp. also obtained a new consent from On Point Resources, Inc. for the use of its report on certain estimated proved oil and natural gas reserves and related future net income disclosures as of December 31, 2024. Both firms additionally consent to being named under the “Experts” section of the Form S-1 prospectus, and these consents are filed as Exhibits 23.1 and 23.2.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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US ENERGY CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 26, 2025

U.S. ENERGY CORP.

(Exact name of registrant as specified in its charter)

Delaware		000-06814		83-0205516
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1616 S. Voss, Suite 725, Houston, Texas		77057
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 993-3200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common Stock, $0.01 par value		USEG		The NASDAQ Stock Market LLC (Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

This Current Report on Form 8-K is being filed solely to file a newly dated consent of Weaver and Tidwell, L.L.P., the independent registered public accounting firm of U.S. Energy Corp. (the “Company”), dated November 26, 2025, to the incorporation by reference of their report dated March 13, 2025, relating to the December 31, 2024 and 2023 consolidated financial statements of the Company, which appears in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on March 13, 2025 (the “Form 10-K”), into the Company’s Registration Statement on Form S-1 (No. 333- 290807)(the “Registration Statement”), and a newly dated consent of On Point Resources, Inc., dated November 26, 2025, to the incorporation by reference of their report dated January 8, 2025, relating to certain estimated quantities of the Company’s proved reserves of oil and natural gas, future net income and discounted future net income, effective December 31, 2024, which appears in the Form 10-K, into the Registration Statement. The consents also provide for the consent of each of Weaver and Tidwell, L.L.P. and On Point Resources, Inc., to be listed under the heading “Experts” in the prospectus which forms part of the Registration Statement.

The updated consents discussed above are filed as Exhibits 23.1 and 23.2 hereto, and are incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number		Description
23.1		Consent of Weaver and Tidwell, L.L.P.
23.2		Consent of On Point Resources, Inc.
104		Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	U.S. ENERGY CORP.
	By:	/s/ Ryan Smith
		Ryan Smith
		Chief Executive Officer

Dated: November 26, 2025

FAQ

What is the main purpose of U.S. Energy Corp. (USEG) latest Form 8-K?

The Form 8-K is being filed solely to include newly dated consents from Weaver and Tidwell, L.L.P. and On Point Resources, Inc. so their existing reports can be incorporated by reference into U.S. Energy Corp.’s Form S-1 registration statement and so they can be listed as experts in the related prospectus.

Which reports are being consented to for U.S. Energy Corp. (USEG)?

Weaver and Tidwell, L.L.P. consents to the use of its report dated March 13, 2025 on U.S. Energy Corp.’s consolidated financial statements for the years ended December 31, 2024 and 2023, and On Point Resources, Inc. consents to the use of its report dated January 8, 2025 on certain estimated proved oil and natural gas reserves and related future net income as of December 31, 2024.

How are these new consents related to U.S. Energy Corp. (USEG) Form 10-K?

Both the audit report from Weaver and Tidwell, L.L.P. and the reserves report from On Point Resources, Inc. originally appear in U.S. Energy Corp.’s Form 10-K for the year ended December 31, 2024. The new consents allow those reports to be incorporated by reference into the Form S-1 registration statement.

What role do Weaver and Tidwell, L.L.P. and On Point Resources, Inc. play for U.S. Energy Corp. (USEG)?

Weaver and Tidwell, L.L.P. acts as U.S. Energy Corp.’s independent registered public accounting firm, providing the audited financial statements, while On Point Resources, Inc. provides an engineering report covering certain estimated quantities of proved oil and natural gas reserves and related future net income figures.

Why does U.S. Energy Corp. (USEG) need expert consents in connection with its Form S-1?

When a registration statement like Form S-1 incorporates an auditor’s report or a specialized engineering report by reference, the company must obtain the written consent of those experts. This consent allows their reports to be used in the registration statement and permits them to be named under the prospectus heading “Experts.”

Which exhibits were added by this U.S. Energy Corp. (USEG) Form 8-K?

The Form 8-K adds Exhibit 23.1, the consent of Weaver and Tidwell, L.L.P.; Exhibit 23.2, the consent of On Point Resources, Inc.; and Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document.