Item
2.02 Results of Operations and Financial Condition.
On
May 11, 2023, U.S. Energy Corp. (“U.S. Energy” or the “Company”) issued a press release regarding
its financial results for the three months ended March 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this
Form 8-K and incorporated into this item 2.02 by reference.
The
information contained in this Current Report and Exhibit 99.1 hereto shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the
liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended
or the Exchange Act, except as expressly set forth by specific reference in such a filing.
The
Company is making reference to non-GAAP financial information in the press release, presentation and the conference call. A reconciliation
of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release and presentation.
This
Current Report on Form 8-K, including the press release attached as Exhibit 99.1 to this
Current Report on Form 8-K, contains forward-looking statements within the meaning
of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown
risks, uncertainties and assumptions. You can identify these forward-looking statements by words such as “may,” “should,”
“expect,” “anticipate,” “believe,” “estimate,” “intend,”
“plan” and other similar expressions. These forward-looking statements relate to the Company’s current expectations
and are subject to the limitations and qualifications set forth in the press release and presentation as well as in the Company’s
other filings with the Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ
materially from those projected in such forward-looking statements. These statements also involve known and unknown risks, which may
cause the results of the Company, its divisions and concepts to be materially different than those expressed or implied in such statements,
which include, without limitation, risks associated with increased inflation, interest rates and possible recessions; the Company’s
ability to comply with the terms of its senior credit facilities; the ability of the Company to retain and hire key personnel; the business,
economic and political conditions in the markets in which the Company operates; fluctuations in oil and natural gas prices, uncertainties
inherent in estimating quantities of oil and natural gas reserves and projecting future rates of production and timing of development
activities; competition; operating risks; drilling, completions, workovers and other activities and the anticipated costs and results
of such activities; the Company’s anticipated operational results for 2023 including, but not limited to, estimated or anticipated
production levels, capital expenditures and drilling plans; acquisition risks; liquidity and capital requirements; the effects of governmental
regulation; anticipated future production and revenue; drilling plans including the timing of drilling, commissioning, and startup and
the impact of delays thereon; adverse changes in the market for the Company’s oil and natural gas production; dependence upon third-party
vendors; risks associated with COVID-19, the global efforts to stop the spread of COVID-19, potential downturns in the U.S. and global
economies due to COVID-19 and the efforts to stop the spread of the virus, and COVID-19 in general; economic uncertainty relating to
increased inflation and global conflicts; the lack of capital available on acceptable terms to finance the Company’s continued
growth; and other risk factors, and others, including those referenced in the press release and the Company’s filings with the
Securities and Exchange Commission. Accordingly, readers should not place undue reliance on any forward-looking statements. Forward-looking
statements may include comments as to the Company’s beliefs and expectations as to future financial performance, events and trends
affecting its business and are necessarily subject to uncertainties, many of which are outside the Company’s control. More information
on potential factors that could affect the Company’s financial results is included from time to time in the “Cautionary
Statement Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” sections of the Company’s periodic and current filings
with the SEC, including the Form 10-Qs and Form 10-Ks, filed with the SEC and available at www.sec.gov and in the “Investors”
– “SEC Filings” section of the Company’s website at https://usnrg.com. Forward-looking statements
speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.