| Item 4.01. |
Change in Registrant’s Certifying Accountant. |
(a)
Dismissal of Independent Registered Public Accounting Firm
On
June 15, 2023, the Audit Committee of the Board of Directors (the “Audit Committee”) of U.S. Energy Corp. (the “Company”)
approved the dismissal of Plante & Moran, PLLC (“Plante & Moran”) as the Company’s independent registered
public accounting firm, effective immediately. The decision to change auditing firms was completed as a normal course rotation after
assessment by the Audit Committee.
Plante
& Moran’s reports on the Company’s financial statements for the years ended December 31, 2022 and 2021 and the subsequent
interim period preceding such dismissal, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified
as to uncertainty, audit scope, or accounting principles.
During
the years ended December 31, 2022 and 2021 and the subsequent interim period preceding such dismissal of Plante & Moran, there were
no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Exchange Act of 1934 (“Regulation
S-K”) and the related instructions thereto, with Plante & Moran on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Plante & Moran,
would have caused it to make reference to the subject matter of the disagreements in connection with its reports. Also during this same
period, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.
The
Company has provided Plante & Moran with the disclosures under this Item 4.01(a) and has requested Plante & Moran to furnish
the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the
Company in this Item 4.01(a) and, if not, stating the respects in which it does not agree. A copy of Plante & Moran’s
letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b)
Appointment of Independent Registered Public Accounting Firm
On
June 15, 2023, the Audit Committee approved the appointment of Weaver and Tidwell, L.L.P. (“Weaver and Tidwell”) as
the Company’s new independent registered public accounting firm for the year ended December 31, 2023, effective immediately upon
the dismissal of Plante & Moran as the Company’s independent registered public accounting firm, subject to completion of Weaver
and Tidwell’s standard client acceptance procedures and execution of an engagement letter.
During
2022, Weaver and Tidwell was engaged to perform standalone audits of the December 31, 2021 and 2020 financial statements and the related
notes to the financial statements for our acquisition(s) of Woodford Petroleum, LLC and issued an unqualified report thereon.
During
the Company’s two most recent fiscal years ended December 31, 2022 and December 31, 2021, and the subsequent interim period through
the engagement of Weaver and Tidwell and including their engagement to audit the acquisitions noted above, neither the Company nor anyone
acting on its behalf consulted with Weaver and Tidwell regarding (i) the application of accounting principles to a specified transaction,
either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company’s financial statements; or (iii)
any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions)
or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).