HTM / U.S. Geothermal Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-34023 U.S. GEOTHERMAL INC. (Exact name of registrant as specified in it

U.S. Geothermal Inc. An Ormat Company 6225 Neil Road Reno, Nevada 89511

U.S. Geothermal Inc. An Ormat Company 6225 Neil Road Reno, Nevada 89511 May 9, 2018 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Filing Desk Re: U.S. Geothermal Inc. Request for Withdrawal of Post-Effective Amendment No. 1 to Registration Statement on Form S-3 File No. 333-158355 Ladies and Gentlemen: Pursuant to Rule 477 of the Securities Act of

As filed with the Securities and Exchange Commission on May 3, 2018

As filed with the Securities and Exchange Commission on May 3, 2018 Registration No.

As filed with the Securities and Exchange Commission on May 3, 2018

As filed with the Securities and Exchange Commission on May 3, 2018 Registration No.

As filed with the Securities and Exchange Commission on May 3, 2018

As filed with the Securities and Exchange Commission on May 3, 2018 Registration No.

As filed with the Securities and Exchange Commission on May 3, 2018

As filed with the Securities and Exchange Commission on May 3, 2018 Registration No.

As filed with the Securities and Exchange Commission on May 3, 2018

As filed with the Securities and Exchange Commission on May 3, 2018 Registration No.

As filed with the Securities and Exchange Commission on May 3, 2018

As filed with the Securities and Exchange Commission on May 3, 2018 Registration No.

As filed with the Securities and Exchange Commission on May 3, 2018

As filed with the Securities and Exchange Commission on May 3, 2018 Registration No.

As filed with the Securities and Exchange Commission on May 3, 2018

As filed with the Securities and Exchange Commission on May 3, 2018 Registration No.

As filed with the Securities and Exchange Commission on May 3, 2018

As filed with the Securities and Exchange Commission on May 3, 2018 Registration No.

As filed with the Securities and Exchange Commission on May 3, 2018

As filed with the Securities and Exchange Commission on May 3, 2018 Registration No.

HTM / U.S. Geothermal Inc. / JCP Investment Management, LLC - AMENDMENT NO. 9 TO THE SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da90856902604262018.htm AMENDMENT NO. 9 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 9)1 U.S. Geothermal Inc. (Name of Issuer) Common Stock, $0.001 par value per sha

Changes in Control of Registrant, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 usgeothermalform8kapr2018.htm FORM 8-K FOR U.S. GEOTHERMAL INC. DATED APRIL 26, 2018 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: April 24, 2018 (Date of earliest event reported) U.S. GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) D

AMENDED AND RESTATED U.S. GEOTHERMAL INC. ARTICLE I. STOCKHOLDERS

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF U.S. GEOTHERMAL INC. ARTICLE I. STOCKHOLDERS SECTION 1.1 Annual Meetings. The annual meeting of stockholders to elect directors and transact such other business as may properly be presented to the meeting shall be held at such date, time and place, if any, as shall be determined by the Board of Directors and stated in the notice of the meeting. SECTION 1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION U.S. GEOTHERMAL INC. ARTICLE I

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF U.S. GEOTHERMAL INC. ARTICLE I Name The name of the corporation is U.S. Geothermal Inc. (the "Corporation"). ARTICLE II Registered Office The address of the Corporation's registered office in the State of Delaware is 800 N. State Street, Suite 402, Dover, Delaware 19901 in Kent County. The name of the Corporation's registered agent a

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The NYSE American LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on May 7, 2018, pursuant to the provisions of Rule 12d2-2 (a).

Submission of Matters to a Vote of Security Holders

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- April 19, 2018 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-117287 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Emplo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2017 [ ] TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2017 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period to Commission File Number 001-34023 U.S. GEOTHERMAL INC. (Exact name of Re

Renewable Energy Certificate Purchase and Sale Agreement, dated December 15, 2010, between Raft River Energy I LLC and Public Utility District No. 1 of Clallam County, Washington

U.S. Geothermal Inc. - Exhibit 10.32 - Filed by newsfilecorp.com

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 form8k.htm FORM 8-K 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: March 8, 2018 (Date of earliest event reported) U.S. GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State of Incorporation) (Commission

Summary of Financial Results* (in millions except per share amounts)

U.S. GEOTHERMAL INC. REPORTS FOURTH QUARTER AND YEAR-END 2017 RESULTS Highlights • 21st consecutive quarter of positive Cash Flow from Operations and EBITDA • Entered into definitive agreement to be acquired by Ormat Technologies, Inc. for $5.45 in cash per share • Reached agreement to acquire the remaining partnership interest in Raft River Power Plant and now own 100% of the project BOISE, Idaho

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive P

HTM / U.S. Geothermal Inc. / JCP Investment Management, LLC - AMENDMENT NO. 8 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 8)1 U.S. Geothermal Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 90338S102 (CUSIP Number) James C. Pappas

Voting Agreement

EX-99.1 2 ex991sc13da808569026012518.htm VOTING AGREEMENT Exhibit 99.1 Voting Agreement This Voting Agreement (this “Agreement”), dated as of January 24, 2018, is by and between the undersigned stockholder (the “Stockholder”) of U.S. Geothermal Inc., a Delaware corporation (the “Company”), and Ormat Nevada Inc., a Delaware corporation (“Parent”). Preliminary Statements A. Stockholder owns the Equi

The following letter was sent to the employees of U.S. Geothermal Inc. on January 24, 2018

The following letter was sent to the employees of U.S. Geothermal Inc. on January 24, 2018 January 24, 2018 Dear U.S. Geothermal Employees, Today, we announced that Ormat has made an offer to acquire U.S. Geothermal that has been accepted by the Board of Directors. A press release describing the details of the transaction is attached. Ormat has offered to buy the company for an all cash offer of $

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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: January 24, 2018 (Date of earliest event reported) U.S. GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Em

U.S. GEOTHERMAL INC. ENTERS INTO DEFINITIVE AGREEMENT TO BE ACQUIRED BY ORMAT TECHNOLOGIES INC. FOR $5.45 IN CASH PER SHARE

EX-99.1 3 exhibit99-1.htm EXHIBIT 99.1 U.S. GEOTHERMAL INC. ENTERS INTO DEFINITIVE AGREEMENT TO BE ACQUIRED BY ORMAT TECHNOLOGIES INC. FOR $5.45 IN CASH PER SHARE BOISE, IDAHO – January 24th, 2018 - U.S. Geothermal Inc. (the “Company”) (NYSE American: HTM) announced today that it has entered into a definitive merger agreement under which a wholly owned subsidiary of Ormat Technologies, Inc. (“Orma

Agreement and Plan of Merger, dated January 24, 2018 by and among Ormat Nevada Inc., OGP Holding Corp. and U.S. Geothermal Inc.†

EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among ORMAT NEVADA INC., OGP HOLDING CORP. and U.S. GEOTHERMAL INC. dated as of January 24, 2018 TABLE OF CONTENTS ARTICLE I THE MERGER 5 Section 1.01 The Merger 5 Section 1.02 Closing 6 Section 1.03 Effective Time 6 Section 1.04 Effects of the Merger 6 Section 1.05 Certificate of Incorporation; Bylaws 6 Section 1.06 Directors and Officers 6 ARTICLE I

Financial Statements and Exhibits, Other Events

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: January 24, 2018 (Date of earliest event reported) U.S. GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Em

EX-99.1

EX-99.1 2 ex991.htm PRESS RELEASE DATED JANUARY 24, 2018 EXHIBIT 99.1

EX-99.2

EX-99.2 3 ex992.htm LETTER TO EMPLOYEES DATED JANUARY 24, 2018 EXHIBIT 99.2

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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: January 8, 2018 (Date of earliest event reported) U.S. GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Emp

AMENDMENT NO. 6 TO EMPLOYMENT AGREEMENT

EXHIBIT 10.7 AMENDMENT NO. 6 TO EMPLOYMENT AGREEMENT THIS AMENDMENT NO. 6 TO THE EMPLOYMENT AGREEMENT (the "Amendment") is effective as of January 8, 2018 (the "Effective Date") by and between U.S. Geothermal Inc., a Delaware corporation (the "Company"), and Jonathan Zurkoff ("Employee"). RECITALS WHEREAS, the Company and Employee entered into an Employment Agreement with a term from December 31,

Amendment No. 1 to the Employment Agreement, dated July 27, 2017, between the Company and Douglas J. Glaspey

Amendment No. 2 to the Employment Agreement, dated August 7, 2017, between the Company and Douglas J. Glaspey

U.S. GEOTHERMAL INC. REPORTS THIRD QUARTER 2017 RESULTS AND UPDATES 2017 GUIDANCE

EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 U.S. GEOTHERMAL INC. REPORTS THIRD QUARTER 2017 RESULTS AND UPDATES 2017 GUIDANCE Highlights 20th consecutive quarter of positive Cash Flow from Operations and EBITDA Achieved increased generation at Raft River; expected to provide approximately $1 million increase in revenue in 2018 Completed multi-well flow test at San Emidio II; results continue to support

Financial Statements and Exhibits, Results of Operations and Financial Condition

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: November 9, 2017 (Date of earliest event reported) U.S. GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 [ ] TRANSITION REPORT PURS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34023 U.S. GEOTHER

Advisory Agreement, dated July 12, 2017, between the Company and Dennis J. Gilles

EX-10.29 2 exhibit10-29.htm EXHIBIT 10.29

U.S. GEOTHERMAL INC. REPORTS SECOND QUARTER 2017 RESULTS AND REAFFIRMS

U.S. GEOTHERMAL INC. REPORTS SECOND QUARTER 2017 RESULTS AND REAFFIRMS 2017 GUIDANCE Highlights • Nineteenth consecutive quarter of positive Cash Flow from Operations and EBITDA • Submitted proposal for San Emidio II to RFP with NV Energy on July 6, 2017 • Submitted proposal for Geysers to RFO for Renewable Energy Supplies with San Francisco Public Utilities Commission (SFPUC) on July 26, 2017 • C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 [ ] TRANSITION REPORT PURSUANT

U.S. Geothermal Inc. - Form 10-Q - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition perio

2009 Stock Incentive Plan Non-Qualified Stock Option Certificate

U.S. GEOTHERMAL INC. 2009 STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION CERTIFICATE This certificate (the ?Certificate?) is issued pursuant to the provisions of the U.S. Geothermal Inc. (the ?Company?) 2009 Stock Incentive Plan (the ?Plan?) and evidences that ***NAME*** is the holder (the ?Holder?) of a non-qualified stock option (the ?Option?) to purchase up to ***NUMBER OF OPTIONS*** shares (t

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: August 10, 2017 (Date of earliest event reported) U.S. GEOTHERMAL I

U.S. Geothermal Inc.: Form 8-K - Filed by newsfilecorp.com 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: August 10, 2017 (Date of earliest event reported) U.S. GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (S

Termination of a Material Definitive Agreement

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: August 4, 2017 (Date of earliest event reported) U.S. GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Empl

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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: July 27, 2017 (Date of earliest event reported) U.S. GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Emplo

BOISE, IDAHO –

U.S. GEOTHERMAL INC. APPOINTS DOUGLAS J. GLASPEY INTERIM CEO AND ENTERS INTO EXECUTIVE ADVISOR AGREEMENT WITH DENNIS J. GILLES BOISE, IDAHO ? July 13, 2017 - U.S. Geothermal Inc. (the ?Company?) (NYSE MKT: HTM), a leading and profitable renewable energy company focused on the development, production, and sale of electricity from geothermal energy, today announced that the Company?s Board of Direct

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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: July 12, 2017 (Date of earliest event reported) U.S. GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Emplo

Submission of Matters to a Vote of Security Holders

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- July 6, 2017 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-117287 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Employe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Amendment No. 1 to the Employment Agreement dated January 9, 2017 with Dennis J. Gilles (Incorporated by reference to exhibit 10.1 to the registrant's Form 10-Q as filed on May 10, 2017)

Financial Statements and Exhibits, Results of Operations and Financial Condition

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: May 10, 2017 (Date of earliest event reported) U.S. GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Employ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 [ ] TRANSITION REPORT PURSUANT

U.S. Geothermal Inc. - Form 10-Q - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition peri

U.S. GEOTHERMAL INC. REPORTS FIRST QUARTER 2017 RESULTS AND REAFFIRMS 2017 GUIDANCE

U.S. GEOTHERMAL INC. REPORTS FIRST QUARTER 2017 RESULTS AND REAFFIRMS 2017 GUIDANCE Highlights Eighteenth consecutive quarter of positive cash flow from operations and EBITDA Increased EBITDA and Net Income attributable to US Geothermal, from the year- ago period Increased output at Raft River with the successful installation of pump in well RRG-5 Expanded the Board of Directors to eight members,

U.S. GEOTHERMAL INC. ANNOUNCES CEO UPDATE AND ESTABLISHMENT OF AN EXECUTIVE COMMITTEE OF THE BOARD

U.S. GEOTHERMAL INC. ANNOUNCES CEO UPDATE AND ESTABLISHMENT OF AN EXECUTIVE COMMITTEE OF THE BOARD BOISE, IDAHO – April 24, 2017 - U.S. Geothermal Inc. (the “Company”) (NYSE MKT: HTM), a leading and profitable renewable energy company focused on the development, production, and sale of electricity from geothermal energy, today announced that the Company will not extend the employment agreement for

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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: April 19, 2017 (Date of earliest event reported) U.S. GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Empl

Shareholder Director Nominations

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: March 29, 2017 (Date of earliest event reported) U.S. GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Empl

BOISE, IDAHO

U.S. GEOTHERMAL INC. REPORTS FOURTH QUARTER AND YEAR-END 2016 RESULTS AND REAFFIRMS 2017 GUIDANCE Highlights ? Seventeenth consecutive quarter of positive Cash Flow from Operations and EBITDA ? Approved 1 for 6 share consolidation and began trading on a split-adjusted basis on November 10, 2016 ? Expanded the Board of Directors to eight members, including three new independent directors ? Drilled

Financial Statements and Exhibits, Results of Operations and Financial Condition

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: March 9, 2017 (Date of earliest event reported) U.S. GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Emplo

Subsidiaries of the Registrant

LIST OF SUBSIDIARIES U.S. Geothermal Inc. (incorporated in the State of Idaho) U.S. Geothermal Services, LLC (organized in the State of Delaware) Nevada USG Holdings, LLC (organized in the State of Delaware) USG Nevada LLC (organized in the State of Delaware) Nevada North USG Holdings, LLC (organized in the State of Delaware) USG Nevada North LLC (organized in the State of Delaware) USG Gerlach LL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2016 [ ] TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2016 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period to Commission File Number 001-34023 U.S. GEOTHERMAL INC. (Exact name of Re

Amendment No. 5 to the Employment Agreement dated February 10, 2017 with Jonathan Zurkoff (Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on February 16, 2017)

EXHIBIT 10.5 AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT THIS AMENDMENT NO. 5 TO THE EMPLOYMENT AGREEMENT (the ?Amendment?) is effective as of February 10, 2017 (the ?Effective Date?), by and between U.S. Geothermal Inc., a Delaware corporation (the ?Company?), and Jonathan Zurkoff (?Employee?). RECITALS WHEREAS, the Company and Employee entered into an Employment Agreement with a term from December 3

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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: February 10, 2017 (Date of earliest event reported) U.S. GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. E

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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: January 25, 2017 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State of Incorporation) 001-34023 (Commission File Number) 84-1472231 (I.R.S. Empl

U.S. GEOTHERMAL INC. EXPANDS BOARD AND APPOINTS ALI G. HEDAYAT TO ITS BOARD OF DIRECTORS

EXHIBIT 99.1 U.S. GEOTHERMAL INC. EXPANDS BOARD AND APPOINTS ALI G. HEDAYAT TO ITS BOARD OF DIRECTORS Boise, Idaho – January 31, 2017 - U.S. Geothermal Inc. (the “Company”) (NYSE MKT: HTM), a leading and profitable renewable energy company focused on the development, production and sale of electricity from geothermal energy, today announced that its Board of Directors (the “Board”) has increased t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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: January 9, 2017 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Emplo

U.S. GEOTHERMAL INC. REPORTS FIRST NINE MONTHS 2016 RESULTS AND REAFFIRMS 2016 GUIDANCE

EXHIBIT 99.1 U.S. GEOTHERMAL INC. REPORTS FIRST NINE MONTHS 2016 RESULTS AND REAFFIRMS 2016 GUIDANCE Highlights · Sixteenth consecutive quarter of positive EBITDA and Cash Flow from Operations · Approved 1 for 6 share consolidation to begin trading on a split-adjusted basis on November 10, 2016 · Testing newly drilled wells at San Emidio II indicates large commercial resource · Drilling and testin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 [ ] TRANSITION REPORT PURS

10-Q 1 form10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File N

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Results of Operations and Financial Condition

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: November 9, 2016 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State of Incorporation) 001-34023 (Commission File Number) 84-1472231 (I.R.S. Empl

Certificate of Amendment to Certificate of Incorporation of U.S. Geothermal Inc. (incorporated by reference to exhibit 3.1 to the registrant’s Form 8-K filed on November 9, 2016)

EX-3.1 2 ex31.htm AMENDED CERTIFICATE OF INCORPORATION OF U.S. GEOTHERMAL INC. EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF U.S. GEOTHERMAL INC. Adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware U.S. Geothermal Inc., (the “Corporation”), a corporation organized and existing under the laws of the State of

The Most Reliable Renewable Q3 Earning Call November 10, 2016 1 The Most Reliable Renewable Q3 Earning Call November 10, 2016 1 Forward-Looking Statements We would like to remind you that the information provided during this call, and in this present

EXHIBIT 99.2 The Most Reliable Renewable Q3 Earning Call November 10, 2016 1 The Most Reliable Renewable Q3 Earning Call November 10, 2016 1 Forward-Looking Statements We would like to remind you that the information provided during this call, and in this presentation, may contain forward-looking statements relating to current expectations, estimates, forecasts and projections about future events

HTM / U.S. Geothermal Inc. / JCP Investment Management, LLC - AMENDMENT NO. 7 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 7)1 U.S. Geothermal Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 90338S102 (CUSIP Number) JAMES C. PAPPAS

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

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- September 30, 2016 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-117287 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

U.S. GEOTHERMAL INC. REPORTS FIRST SIX MONTHS 2016 RESULTS AND REAFFIRMS 2016 GUIDANCE

U.S. Geothermal Inc.: Exhibit 99.1 - Filed by newsfilecorp.com U.S. GEOTHERMAL INC. REPORTS FIRST SIX MONTHS 2016 RESULTS AND REAFFIRMS 2016 GUIDANCE Highlights Fifteenth straight quarter of positive EBITDA and Cash Flow From Operations Began drilling at Raft River Project to increase plant output Began drilling at San Emidio II and El Ceibillo to advance resource development confirmation BOISE, I

Note Purchase Agreement dated May 19, 2016 among Idaho USG Holdings, LLC, The Prudential Insurance Company of America and Prudential Annuities Life Assurance Corporation relating to $20,000,000, 5.80% Senior Secured Notes due March 31, 2023

Execution Version IDAHO USG HOLDINGS, LLC $20,000,000 5.80% Senior Secured Notes due March 31, 2023 NOTE PURCHASE AGREEMENT Dated May 19, 2016 TABLE OF CONTENTS Page SECTION 1. AUTHORIZATION OF NOTES 1 SECTION 2. SALE AND PURCHASE OF NOTES 1 SECTION 3. CLOSING 1 SECTION 4. CONDITIONS TO CLOSING 2 Section 4.1 Representations and Warranties 2 Section 4.2 Performance; No Default 2 Section 4.3 Complia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 [ ] TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34023 U.S. GEOTHERMAL I

Financial Statements and Exhibits, Results of Operations and Financial Condition

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: August 9, 2016 (Date of earliest event reported) U.S. GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Empl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

HTM / U.S. Geothermal Inc. / JCP Investment Management, LLC - AMENDMENT NO. 6 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 6)1 U.S. Geothermal Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 90338S102 (CUSIP Number) JAMES C. PAPPAS

HTM / U.S. Geothermal Inc. / JCP Investment Management, LLC - AMENDMENT NO. 5 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 5)1 U.S. Geothermal Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 90338S102 (CUSIP Number) JAMES C. PAPPAS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 U.S. GEOTHERMAL INC. (Exact name of registrant as specified in its charter)

As filed with the Securities and Exchange Commission on June 22, 2016 Registration No.

Other Events

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: June 13, 2016 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Employe

U.S. Geothermal Inc. Closes $20 Million Debt Financing with Prudential Capital Group

U.S. Geothermal Inc. Closes $20 Million Debt Financing with Prudential Capital Group Additional Debt of up to $30 Million Permitted Provides Capital to Advance Development Pipeline and Pursue Strategic Acquisitions BOISE, IDAHO – May 19th, 2016 - U.S. Geothermal Inc. (NYSE MKT: HTM) announced today that its wholly-owned subsidiary, Idaho USG Holdings LLC (the “Company”), closed on a $20 million de

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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: May 19, 2016 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Employer

HTM / U.S. Geothermal Inc. / JCP Investment Management, LLC - AMENDMENT NO. 4 TO THE SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da40856902605232016.htm AMENDMENT NO. 4 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 4)1 U.S. Geothermal Inc. (Name of Issuer) Common Stock, $0.001 par value per sha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 [ ] TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34023 U.S. GEOTHERMAL

HTM / U.S. Geothermal Inc. / JCP Investment Management, LLC - AMENDMENT NO. 3 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)1 U.S. Geothermal Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 90338S102 (CUSIP Number) JAMES C. PAPPAS

HTM / U.S. Geothermal Inc. / JCP Investment Management, LLC - AMENDMENT NO. 2 TO THE SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da20856902604142016.htm AMENDMENT NO. 2 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 U.S. Geothermal Inc. (Name of Issuer) Common Stock, $0.001 par value per sha

April 1, 2016

390 Parkcenter Blvd, Ste 250, Boise, ID 83706 Tel: 208.424.1027 Fax: 208.424.1030 April 1, 2016 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: U.S. Geothermal Inc. Request to Withdraw Registration Statement on Form S-3 (File No. 333-209793) Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securitie

JOINT FILING AGREEMENT

EX-99.1 2 ex991to13da108569026032916.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of U

HTM / U.S. Geothermal Inc. / JCP Investment Management, LLC - AMENDMENT NO. 1 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 U.S. Geothermal Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 90338S102 (CUSIP Number) JAMES C. PAPPAS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2015 [ ] TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2015 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period to Commission File Number 001-34023 U.S. GEOTHERMAL INC. (Exact name of Re

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: March 10, 2016 (Date of earliest event reported) U.S. GEOTHERMAL IN

U.S. Geothermal Inc.: Form 8-K - Filed by newsfilecorp.com 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: March 10, 2016 (Date of earliest event reported) U.S. GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (St

Audited Consolidated Financial Statements of U.S. Geothermal Inc. as of December 31, 2015.

U.S. GEOTHERMAL INC. Consolidated Financial Statements December 31, 2015 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders U.S. Geothermal Inc. We have audited the accompanying consolidated balance sheet of U.S. Geothermal Inc. (the ?Company?) as of December 31, 2015 and the related consolidated statements of income and comprehensive income, cash fl

U.S. GEOTHERMAL INC. REPORTS YEAR END 2015 RESULTS AND PROVIDES 2016 GUIDANCE

EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 U.S. GEOTHERMAL INC. REPORTS YEAR END 2015 RESULTS AND PROVIDES 2016 GUIDANCE Highlights • Thirteenth straight quarter of positive EBITDA and Cash Flow From Operations • Net Income Attributable to US Geothermal, As Adjusted, is up 79% over 2014 • Acquired majority interest in Raft River project • Acquired 3 new power plant units at 5% of original cost • Confi

Subsidiaries of the Registrant

LIST OF SUBSIDIARIES U.S. Geothermal Inc. (incorporated in the State of Idaho) U.S. Geothermal Services, LLC (organized in the State of Delaware) Nevada USG Holdings, LLC (organized in the State of Delaware) USG Nevada LLC (organized in the State of Delaware) Nevada North USG Holdings, LLC (organized in the State of Delaware) USG Nevada North LLC (organized in the State of Delaware) USG Gerlach LL

THIRD AMENDED AND RESTATED BYLAWS U.S. GEOTHERMAL INC. (a Delaware corporation) ARTICLE 1. STOCKHOLDERS

THIRD AMENDED AND RESTATED BYLAWS OF U.S. GEOTHERMAL INC. (a Delaware corporation) ARTICLE 1. STOCKHOLDERS 1.1 Certificates Representing Stock. Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairperson or Vice-Chairperson of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant

As filed with the Securities and Exchange Commission on February 29, 2016

S-3 1 forms3.htm FORM S-3 As filed with the Securities and Exchange Commission on February 29, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 U.S. GEOTHERMAL INC. (Exact name of registrant as specified in its charter) Delaware 84-1472231 (State or jurisdiction of incorporation or or

JOINT FILING AGREEMENT

EX-99.1 2 ex991to13d0856902602082016.htm JOINT FILING AGREEMENT, DATED FEBRUARY 9, 2016 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of C

HTM / U.S. Geothermal Inc. / JCP Investment Management, LLC - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 U.S. Geothermal Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 90338S102 (CUSIP Number) JAMES C. PAPPAS J

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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: February 3, 2016 (Date of earliest event reported) U.S. GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Em

Amendment No. 4 to the Employment Agreement dated February 3, 2016 with Jonathan Zurkoff (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on February 4, 2016)

AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT THIS AMENDMENT NO. 4 TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is effective as of February 3, 2016 (the “Effective Date”), by and between U.S. Geothermal Inc., a Delaware corporation (the “Company”), and Jonathan Zurkoff (“Employee”). RECITALS WHEREAS, the Company and Employee entered into an Employment Agreement with a term from December 31, 2010 until

$10,225,000 in Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-192611 PROSPECTUS SUPPLEMENT (To the Prospectus dated February 4, 2014) $10,225,000 in Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering up to $10,225,000 in shares of our common stock, $0.001 par value per share, to Lincoln Park Capital Fund, LLC, or LPC, under a Purchase Agreement e

Purchase Agreement, dated as of January 22, 2016, by and between U.S. Geothermal Inc. and Lincoln Park Capital Fund, LLC *

EX-10.1 3 exhibit10-1.htm EXHIBIT 10.1 Execution Copy PURCHASE AGREEMENT PURCHASE AGREEMENT (the “Agreement”), dated as of January 22, 2016, by and between U.S. GEOTHERMAL INC., a Delaware corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). WHEREAS: Subject to the terms and conditions set forth in this Agreement, the Company wis

U.S. GEOTHERMAL INC. REESTABLISHES SHARE PURCHASE AGREEMENT WITH LINCOLN PARK CAPITAL FUND, LLC

EX-99.1 4 exhibit99-1.htm EXHIBIT 99.1 390 E Parkcenter Blvd, Ste 250, Boise, ID 83706 Tel: 208.424.1027 Fax: 208.424.1030 January 25, 2016 TRADING SYMBOL: NYSE MKT: HTM U.S. GEOTHERMAL INC. REESTABLISHES SHARE PURCHASE AGREEMENT WITH LINCOLN PARK CAPITAL FUND, LLC BOISE, IDAHO, January 25, 2016 – U.S. Geothermal Inc. (NYSE MKT: HTM) (the “Company”), a leading and profitable renewable energy compa

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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: January 22, 2016 (Date of earliest event reported) US GEOTHERMAL INC. (Exact name of registrant as specified in its charter) Delaware 001-34023 84-1472231 (State of incorporation) (Commission File Number) (I.R.S. Empl

U.S. GEOTHERMAL PROVIDES YEAR-END UPDATE AND 2016 GUIDANCE

EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 390 E Parkcenter Blvd, Ste 250, Boise, ID 83706 Tel: 208.424.1027 Fax: 208.424.1030 January 18, 2016 TRADING SYMBOL: NYSE MKT: HTM U.S. GEOTHERMAL PROVIDES YEAR-END UPDATE AND 2016 GUIDANCE • Steady Performance of Existing Operations • Additional 68 MW of Projects in Near Term Pipeline Boise, Idaho – January 18, 2016 (NYSE MKT: HTM) U.S. Geothermal Inc., a le

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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: January 18, 2016 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Empl

Form of Convertible Promissory Note issued to Goldman, Sachs & Co. (attached as Exhibit B to the Purchase and Sale Agreement attached hereto as Exhibit 10.1).

EX-10.2 4 exhibit10-2.htm EXHIBIT 10.2 Execution Version THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS. ACCORDINGLY, THIS NOTE AND ANY SECURITIES INTO WHICH IT M

Guarantee dated as of December 14, 2015.

EX-10.3 5 exhibit10-3.htm EXHIBIT 10.3 Execution Version PARENT COMPANY GUARANTEE THIS PARENT COMPANY GUARANTEE (the “Guarantee”) is made as of this 14th day of December, 2015 by U.S. Geothermal, Inc., an Idaho corporation (“Guarantor”), for the benefit of Raft River I Holdings, LLC, a Delaware limited liability company (“Raft River,” and collectively with Guarantor, the “Guarantee Parties”). RECI

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

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- December 14, 2015 (Date of earliest event reported) U.S. GEOTHERMAL INC. Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Em

Second Amended and Restated Operating Agreement of Raft River Energy I LLC.

EX-3.1 2 exhibit3-1.htm EXHIBIT 3.1 Execution Version SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF RAFT RIVER ENERGY I LLC A Delaware Limited Liability Company As of December 14, 2015 TABLE OF CONTENTS ARTICLE I ORGANIZATION OF COMPANY 2 Section 1.1 Organization; Continuation; Compliance. 2 Section 1.2 Name. 2 Section 1.3 Property of the Company. 2 Section 1.4 Place of Business. 3 Section 1.

December 15, 2015

EX-99.1 6 exhibit99-1.htm EXHIBIT 99.1 December 15, 2015 TRADING SYMBOLS: In the U.S.: NYSE MKT: HTM and in Canada: TSX: GTH U.S. GEOTHERMAL INC. ACQUIRES MAJORITY OF GOLDMAN SACHS INTEREST IN RAFT RIVER POWER PLANT • Unlocks Project Upside • Increases Cash Flow BOISE, Idaho – (NYSE MKT: HTM; TSX: GTH) U.S. Geothermal Inc., is pleased to announce that it has acquired from Goldman Sachs the majorit

Purchase and Sale Agreement dated as of December 14, 2015.

EX-10.1 3 exhibit10-1.htm EXHIBIT 10.1 Execution Version PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of December 14, 2015 (the “Effective Date”), by and between Raft River I Holdings, LLC, a Delaware limited liability company (“Seller”), Idaho USG Holdings, LLC, a Delaware limited liability company (“Purchaser”), Goldman, Sachs & Co., a New Yo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 [ ] TRANSITION REPORT PURS

U.S. Geothermal Inc.: Form 10-Q - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 [ ] TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34023 U.S. GEOTHERMAL I

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- August 10, 2015 (Date of earliest event reported) US GEOTHERMAL INC

U.S. Geothermal Inc.: Form 8-K - Filed by newsfilecorp.com 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- August 10, 2015 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (Sta

U.S. Geothermal Inc. Announces Stock Repurchase Program and Plan to Evaluate Other Strategic Alternatives

August 10, 2015 TRADING SYMBOLS: In the U.S.: NYSE MKT: HTM and in Canada: TSX: GTH U.S. Geothermal Inc. Announces Stock Repurchase Program and Plan to Evaluate Other Strategic Alternatives BOISE, IDAHO – U.S. Geothermal Inc. (NYSE MKT: HTM, TSX: GTH) (the “Company”) a leading renewable energy company focused on the development, production, and sale of electricity from geothermal energy, today ann

Submission of Matters to a Vote of Security Holders

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- June 26, 2015 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-117287 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Employ

U.S. GEOTHERMAL INC. 683,607 shares of Common Stock

424B3 1 form424b3.htm FORM 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-202907 PROSPECTUS U.S. GEOTHERMAL INC. 683,607 shares of Common Stock This is a public offering of up to 683,607 shares of the common stock, par value $0.001 per share, of U.S. Geothermal Inc., (“we,” “us,” or the “Company”), by the selling stockholders listed beginning on page 3 of this prospectus. All of the s

* * * * *

May 29, 2015 Mara L. Ransom Assistant Director Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Responses to the Securities and Exchange Commission Staff Comments dated April 2, 2015, regarding U.S. Geothermal Inc. Registration Statement on Form S-3 Filed March 20, 2015 File No. 333-202907 Dear Ms. Ransom: This letter responds to the staff’s comments set forth in th

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390 E. Parkcenter Blvd., Boise, ID 83706 Tel: 208.424.1027 Fax: 208.424.1030 May 29, 2015 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Mara L. Ransom, Assistant Director Re: U.S. Geothermal Inc. Registration Statement on Form S-3 (File No. 333-202907) Acceleration Request Ladies and Gentlemen: Pursuant to Rule 461 under

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [ x ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 [ ] TRANSITION REPORT PURSUANT

10-Q 1 form10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Amendment No. 3 to the Employment Agreement dated May 1, 2015 with Jonathan Zurkoff (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on May 5, 2015)

EX-10.2 2 exhibit10-2.htm EXHIBIT 10.2 AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT THIS AMENDMENT NO. 3 TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is effective as of March 31, 2015 (the “Effective Date”), by and between U.S. Geothermal Inc., a Delaware corporation (the “Company”), and Jonathan Zurkoff (“Employee”). RECITALS WHEREAS, the Company and Employee entered into an Employment Agreement with

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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: May 1, 2015 (Date of earliest event reported) U.S. GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Employe

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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- March 31, 2015 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Employ

Letter from MartinelliMick PLLC dated March 31, 2015 to the SEC

March 31, 2015 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2014 [ ] TRANSITION REPORT

U.S. Geothermal, Inc.: Form 10-K/A - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2014 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transitio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 U.S. GEOTHERMAL INC. (Exact name of registrant as specified in its charter)

U.S. Geothermal Inc.: Form S-3 - Filed by newsfilecorp.com As filed with the Securities and Exchange Commission on March 20, 2015 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 U.S. GEOTHERMAL INC. (Exact name of registrant as specified in its charter) Delaware 84-1472231 (State or juris

Amended Certificate of Incorporation of U.S. Geothermal Inc.

Subsidiaries of the Registrant

U.S. Geothermal Inc.: Exhibit 21.1 - Filed by newsfilecorp.com Exhibit 21.1 LIST OF SUBSIDIARIES U.S. Geothermal Inc. (incorporated in the State of Idaho) U.S. Geothermal Services, LLC (organized in the State of Delaware) Nevada USG Holdings, LLC (organized in the State of Delaware) USG Nevada LLC (organized in the State of Delaware) Nevada North USG Holdings, LLC (organized in the State of Delawa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2014 [ ] TRANSITION REPORT PURSUANT TO SECTION

10-K 1 form10k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2014 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period to Commission File Number 001-34023 U.S. GEOT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 1)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 1)* U.S. Geothermal Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 56270F (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 [ ] TRANSITION REPORT PURS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34023 U.S. GEOTHER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 [ ] TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34023 U.S. GEOTHERMAL I

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- July 14, 2014 (Date of earliest event reported) US GEOTHERMAL INC.

U.S. Geothermal Inc. - Form 8-K - Filed by newsfilecorp.com 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- July 14, 2014 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-117287 84-1472231 (Sta

Subsidiaries of the Registrant

U.S. Geothermal Inc.: Exhibit 21.1 - Filed by newsfilecorp.com LIST OF SUBSIDIARIES U.S. Geothermal Inc. (incorporated in the State of Idaho) U.S. Geothermal Services, LLC (organized in the State of Delaware) Nevada USG Holdings, LLC (organized in the State of Delaware) USG Nevada LLC (organized in the State of Delaware) Nevada North USG Holdings, LLC (organized in the State of Delaware) USG Nevad

- SCHEDULE 14A

U.S. Geothermal Inc. - Schedule DEF14A - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant Check the appropriate box: [ ] [ ] Preliminary Proxy Statement [ ] Confidential

- SCHEDULE 14A

U.S. Geothermal Inc. - Schedule DEFA14A - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant Check the appropriate box: [ ] [ ] Preliminary Proxy Statement [ ] Confidentia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 [ ] TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34023 U.S. GEOTHERMAL

Amendment No. 2 to the Employment Agreement dated April 7, 2014 with Jonathan Zurkoff (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on April 11, 2014)

EX-10.2 2 exhibit10-2.htm EXHIBIT 10.2 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is effective as of March 31, 2014 (the “Effective Date”), by and between U.S. Geothermal Inc., a Delaware corporation (the “Company”), and Jonathan Zurkoff (“Employee”). RECITALS WHEREAS, the Company and Employee entered into an Employment Agreement with a term from

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

U.S. Geothermal Inc.: Form 8-K - Filed by newsfilecorp.com 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: April 7, 2014 (Date of earliest event reported) U.S. GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (Sta

Subsidiaries of the Registrant

LIST OF SUBSIDIARIES U.S. Geothermal Inc. (incorporated in the State of Idaho) U.S. Geothermal Services, LLC (organized in the State of Delaware) Nevada USG Holdings, LLC (organized in the State of Delaware) USG Nevada LLC (organized in the State of Delaware) Nevada North USG Holdings, LLC (organized in the State of Delaware) USG Nevada North LLC (organized in the State of Delaware) USG Gerlach LL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2013 [ ] TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2013 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period to Commission File Number 001-34023 U.S. GEOTHERMAL INC. (Exact name of Re

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390 E. Parkcenter Blvd., Boise, ID 83706 Tel: 208.424.1027 Fax: 208.424.1030 February 3, 2014 VIA EDGAR Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: U.S. Geothermal Inc. Registration Statement on Form S-3 File No. 333-192611 Ladies and Gentlemen: Pursuant to Rule 461(a) under the Securities Act of 1933, as

- FORM S-3/A

U.S. Geothermal Inc.: Form S-3/A - Filed by newsfilecorp.com As filed with the Securities and Exchange Commission on January 22, 2014 Registration No. 333-192611 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 U.S. GEOTHERMAL INC. (Exact name of registrant as specified in its charter) Delawa

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CORRESP 1 filename1.htm 1505 Tyrell Lane, Boise, ID 83706 Tel: 208.424.1027 Fax: 208.424.1030 January 22, 2014 VIA EDGAR Office of Chief Counsel Division of Corporate Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: U.S. Geothermal Inc. Registration Statement on Form S-3 File No. 333-192611 Ladies and Gentlemen: U.S. Geothermal Inc. (the “Company”, “we”, “us

- FORM S-3

As filed with the Securities and Exchange Commission on November 27, 2013 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 [ ] TRANSITION REPORT PURS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34023 U.S. GEOTHER

Note Purchase Agreement dated September 26, 2013 between USG Nevada LLC and The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Arizona Reinsurance Captive Company and Prudential Retirement Insurance and Annuity Company*

Execution Version USG NEVADA LLC $30,737,775 6.75% Senior Secured Notes due December 31, 2037 NOTE PURCHASE AGREEMENT Dated September 26, 2013 * Certain information in this exhibit has been omitted as confidential, as indicated by [***]. This information has been filed separately with the Commission. TABLE OF CONTENTS Page SECTION 1. AUTHORIZATION OF NOTES 1 SECTION 2. SALE AND PURCHASE OF NOTES 1

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 form8k.htm FORM 8-K 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: September 26, 2013 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State of Incorporation) (Commissi

Submission of Matters to a Vote of Security Holders - FORM 8-K

U.S. Geothermal Inc.: Form 8-K - Filed by newsfilecorp.com 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- September 20, 2013 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 [ ] TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34023 U.S. GEOTHERMAL I

- SCHEDULE 14A

U.S. Geothermal Inc.: Schedule DEF 14A - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential

- SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Subsidiaries of the Registrant

LIST OF SUBSIDIARIES U.S. Geothermal Inc. (incorporated in the State of Idaho) U.S. Geothermal Services, LLC (organized in the State of Delaware) Nevada USG Holdings, LLC (organized in the State of Delaware) USG Nevada LLC (organized in the State of Delaware) Nevada North USG Holdings, LLC (organized in the State of Delaware) USG Nevada North LLC (organized in the State of Delaware) USG Gerlach LL

Audited Consolidated Financial Statements of U.S. Geothermal Inc. as of March 31, 2012.

U.S. Geothermal, Inc.: Exhibit 13.1 - Filed by newsfilecorp.com U.S. GEOTHERMAL INC. Consolidated Financial Statements December 31, 2012 To the Board of Directors and Stockholders of U.S. Geothermal, Inc. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have audited the accompanying consolidated balance sheets of U.S. Geothermal, Inc. as of December 31, 2012 and March 31, 2012, and the r

Amendment No. 1 to the Employment Agreement dated July 26, 2013 with Jonathan Zurkoff (Incorporated by reference to exhibit 10.3 to the registrant's Form 8-K as filed on July 26, 2013

EX-10.3 4 exhibit10-3.htm EXHIBIT 10.3 Exhibit 10.3 EMPLOYMENT AGREEMENT THIS AGREEMENT made as of the 31st day of December, 2010 BETWEEN: U.S. Geothermal Inc., a body corporate having an office at 1505 Tyrell Lane, Boise, Idaho 83706 (the "Company") AND: Jonathan Zurkoff, an individual having a residence at 2413 N 25th Stree, Boise, ID 83702 (the "Employee") WHEREAS: (A) the Company is in the bus

Employment Agreement dated July 1, 2013with Douglas J. Glaspey (Incorporated by reference to exhibit 10.1 to the registrant’s Form 8-K as filed on July 26, 2013)

U.S Geothermal Inc.: Exhibit 10.1 - Filed by newsfilecorp.com Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT made as of the 1st day of July, 2013 BETWEEN: US Geothermal Inc., a body corporate having an office at 1505 Tyrell Lane Boise, Idaho 83706 (the "Company") AND: Douglas J. Glaspey of 1940 Teal Lane, Boise, Idaho 83706 (the "Executive") WHEREAS: A. The Company is in the business of developi

Employment Agreement dated July 1, 2013 with Kerry D. Hawkley (Incorporated by reference to exhibit 10.2 to the registrant’s Form 8-K as filed on July 26, 2013)

U.S Geothermal Inc.: Exhibit 10.2 - Filed by newsfilecorp.com Exhibit 10.2 EMPLOYMENT AGREEMENT THIS AGREEMENT made as of the 1st day of July, 2013 BETWEEN: US Geothermal Inc., a body corporate having an office at 1505 Tyrell Lane Boise, Idaho 83706 (the "Company") AND: Kerry Hawkley of 11917 Fiddler Drive, Boise, Idaho (the "Executive") WHEREAS: A. The Company is in the business of developing and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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: July 22, 2013 (Date of earliest event reported) U.S. GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Emplo

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K

U.S. Geothermal Inc.: Form 8-K - Filed by newsfilecorp.com 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: May 15, 2013 (Date of earliest event reported) U.S. GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (Stat

Third Amendment to Credit Addendum effective May 1, 2013 between USG Nevada LLC and SAIC Constructors, LLC

THIRD AMENDMENT TO CREDIT ADDENDUM THIS THIRD AMENDMENT TO CREDIT ADDENDUM (the “Amendment”) is made effective as of May 1, 2013 (the “Effective Date”), by and between USG NEVADA LLC, a Delaware limited liability company (“Owner”), and SAIC CONSTRUCTORS, LLC, an Oklahoma limited liability company formerly known as Benham Constructors, LLC (“Contractor”).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 [ ] TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34023 U.S. GEOTHERMAL

Engagement Agreement for Executive Management Advisory Services dated April 19, 2013 between U.S. Geothermal Inc. and Daniel Kunz & Associates LLC

EX-10.2 3 exhibit10-2.htm EXHIBIT 10.2 ENGAGEMENT AGREEMENT FOR EXECUTIVE MANAGEMENT ADVISORY SERVICES This AGREEMENT made and dated as of the 19th day of April, 2013. BETWEEN: U.S. GEOTHERMAL INC. (the "Company") AND: DANIEL KUNZ & Associates LLC (the "Advisor") WHEREAS: A. Advisor is a consultant and is acting as an independent contractor, with obligations owing solely to the Company and not in

Employment Agreement dated April 19, 2013 between U.S. Geothermal Inc. and Dennis Gilles

U.S. Geothermal Inc.: Exhibit 10.1 - Filed by newsfilecorp.com EMPLOYMENT AGREEMENT This AGREEMENT is made and dated as of the 19th day of April, 2013, between U.S. GEOTHERMAL, INC. (“Company”) and DENNIS GILLES (“Executive”). WHEREAS: A. The Company is in the business of developing and operating geothermal power generation facilities; B. The Executive is a senior executive with extensive industry

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

U.S. Geothermal Inc.: Form 8-K - Filed by newsfilecorp.com 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: April 19, 2013 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (Stat

- FORM 10-KT

U.S. Geothermal Inc.: Form 10-K - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 or [X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from April 1, 2012 to December 31, 2012 Commiss

Subsidiaries of the Registrant

LIST OF SUBSIDIARIES U.S. Geothermal Inc. (incorporated in the State of Idaho) U.S. Geothermal Services, LLC (organized in the State of Delaware) Nevada USG Holdings, LLC (organized in the State of Delaware) USG Nevada LLC (organized in the State of Delaware) Nevada North USG Holdings, LLC (organized in the State of Delaware) USG Nevada North LLC (organized in the State of Delaware) USG Gerlach LL

Audited Consolidated Financial Statements of U.S. Geothermal Inc. as of March 31, 2012.

U.S. Geothermal, Inc.: Exhibit 13.1 - Filed by newsfilecorp.com U.S. GEOTHERMAL INC. Consolidated Financial Statements December 31, 2012 To the Board of Directors and Stockholders of U.S. Geothermal, Inc. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have audited the accompanying consolidated balance sheets of U.S. Geothermal, Inc. as of December 31, 2012 and March 31, 2012, and the r

HTM / U.S. Geothermal Inc. / AGF MANAGEMENT LTD - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 agf13ga013013.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) U.S. Geothermal Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 90338S102 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d

Other Events, Financial Statements and Exhibits - FORM 8-K

U.S. Geothermal Inc.: Form 8-K - Filed by newsfilecorp.com 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- January 22, 2013 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (St

U.S. GEOTHERMAL PROVIDES 2012 REVIEW AND MILESTONES FOR 2013 POWER PLANTS CURRENTLY DELIVERING NEARLY 50 MWs NET

EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Exhibit 99.1 TRADING SYMBOLS: In the U. S.: NYSE MKT: HTM and in Canada: TSX: GTH January 22, 2013 U.S. GEOTHERMAL PROVIDES 2012 REVIEW AND MILESTONES FOR 2013 POWER PLANTS CURRENTLY DELIVERING NEARLY 50 MWs NET Boise, Idaho – January 22, 2013 (NYSE MKT: HTM, TSX: GTH) U.S. Geothermal Inc., a leading renewable energy company focused on the development, produc

Other Events

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: December 26, 2012 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Emp

Financial Statements and Exhibits, Other Events

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: December 26, 2012 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Emp

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

U.S. Geothermal Inc.: Form 8-K - Filed by newsfilecorp.com 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: December 21, 2012 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (S

Each Unit Consisting of One Share of Common Stock and One Half of a Warrant to Purchase a Share of Common Stock

U.S Geothermal Inc.: 424(b)(5) - Filed by newsfilecorp.com Filed Pursuant to Rule 424(b)(5) Commission File No. 333-170202 PROSPECTUS SUPPLEMENT (To Prospectus dated December 1, 2010) Each Unit Consisting of One Share of Common Stock and One Half of a Warrant to Purchase a Share of Common Stock We are offering up to 11,960,792 units, with each unit consisting of one share of our common stock, par

Form of Warrant Certificate *

U.S. Geothermal Inc.: Exhibit 4.1 - Filed by newsfilecorp.com U.S. GEOTHERMAL INC. NO. • • WARRANTS Date of Issuance: December [•], 2012 (the “Issuance Date”) COMMON SHARE PURCHASE WARRANTS THIS IS TO CERTIFY THAT for value received [•], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, for each whole warrant represented by thi

U.S. GEOTHERMAL ANNOUNCES $4.37 MILLION FINANCING

EX-99.1 4 exhibit99-1.htm EXHIBIT 99.1 TRADING SYMBOLS: In the U. S.: NYSE Amex: HTM and in Canada: TSX: GTH December 21, 2012 U.S. GEOTHERMAL ANNOUNCES $4.37 MILLION FINANCING Boise, Idaho – December 21, 2012 (NYSE MKT: HTM, TSX: GTH) U.S. Geothermal Inc. (the “Company”) announces today that it entered into agreements with a number of investors, pursuant to which they have agreed to acquire, in t

Form of Subscription Agreement *

EX-10.1 3 exhibit10-1.htm EXHIBIT 10.1 SUBSCRIPTION AGREEMENT FOR UNITS TO: U.S. Geothermal Inc. (the “Company”) The undersigned (the “Investor”) hereby subscribes for and agrees to purchase the number of Units of the Company (the “Units”) set forth below at a price of US$0.37 per Unit, for the total aggregate subscription price set forth below (the “Aggregate Subscription Price”), upon and subjec

Amendment No. 1 to the Purchase Agreement with Lincoln Park Capital Fund, LLC, dated December 21, 2012*

AMENDMENT NO. 1 TO PURCHASE AGREEMENT This Amendment No. 1 (the “Amendment”) is entered into this 21st day of December 2012 (“Amendment Effective Date”), by and between U.S. GEOTHERMAL INC., a Delaware corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”), and amends that certain Purchase Agreement, dated as of May 21, 2012, betwee

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

U.S. Geothermal Inc.: Form 8-K - Filed by newsfilecorp.com 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: December 21, 2012 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (S

Other Events - FORM 8-K

U.S. Geothermal Inc.: Form 8-K - Filed by newsfilecorp.com 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: December 20, 2012 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (S

U.S. GEOTHERMAL’S NEAL HOT SPRINGS PROJECT ACHIEVES COMMERCIAL OPERATION

TRADING SYMBOLS: In the U. S.: NYSE MKT: HTM and in Canada: TSX: GTH November 19, 2012 U.S. GEOTHERMAL’S NEAL HOT SPRINGS PROJECT ACHIEVES COMMERCIAL OPERATION BOISE, Idaho – November 19, 2012 (NYSE MKT: HTM; TSX: GTH) U.S. Geothermal Inc., a leading renewable energy company focused on the development, production and sale of electricity from geothermal energy, announced today that on November 16,

Financial Statements and Exhibits, Other Events - FORM 8-K

U.S. Geothermal Inc.: Form 8-K - Filed by newsfilecorp.com 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- November 16, 2012 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 [ ] TRANSITION REPORT PURS

10-Q 1 form10q.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

Other Events - FORM 8-K

U.S. Geothermal Inc.: Form 8-K - Filed by newsfilecorp.com 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: October 25, 2012 (Date of earliest event reported) US GEOTHERMAL INC. (Exact name of registrant as specified in its charter) Delaware 001-34023 84-1472231 (St

Submission of Matters to a Vote of Security Holders - FORM 8-K

U.S. Geothermal Inc.: Form 8-K - Filed by newsfilecorp.com 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- October 12, 2012 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (St

- SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [ x ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 [ ] TRANSITION REPORT PURSUANT

U.S. Geothermal Inc.: Form 10-Q - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 [ x ]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2012 [ ]TRANSITION REPOR

U.S. Geothermal Inc.: Form 10K/A - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 [ x ]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2012 or [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the trans

Employment Agreement dated December 31, 2010 with Jonathan Zurkoff

Audited Consolidated Financial Statements of U.S. Geothermal Inc. as of March 31, 2012.

U.S. GEOTHERMAL INC. Consolidated Financial Statements March 31, 2012 218 North Bernard Spokane, WA 99201 To the Board of Directors and Stockholders of U.S. Geothermal, Inc. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have audited the accompanying consolidated balance sheets of U.S. Geothermal, Inc. as of March 31, 2012 and 2011, and the related consolidated statements of stockholde

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [ x ]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2012 [ ]TRANSITION REPORT PURSUANT TO SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [ x ]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2012 or [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34023 U.S. GEOTHERMAL INC. (Exa

Subsidiaries of the Registrant

LIST OF SUBSIDIARIES U.S. Geothermal Inc. (incorporated in the State of Idaho) U.S. Geothermal Services, LLC (organized in the State of Delaware) Nevada USG Holdings, LLC (organized in the State of Delaware) USG Nevada LLC (organized in the State of Delaware) Nevada North USG Holdings, LLC (organized in the State of Delaware) USG Nevada North LLC (organized in the State of Delaware) USG Gerlach LL

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

8-K 1 form8k.htm FORM 8-K 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: July 5, 2012 (Date of earliest event reported) US GEOTHERMAL INC. (Exact name of registrant as specified in its charter) Delaware 001-34023 84-1472231 (State of incorporation) (Commission Fil

- FORM 12B-25

U.S. GEOTHERMAL INC.: Form 12b-25 - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response .... 2.50 SEC FILE NUMBER 001-34023 CUSIP NUMBER 90338S102 [ x ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form

Other Events - CURRENT REPORT

U.S. Geothermal Inc.: Form 8-K - Filed by newsfilecorp.com 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: June 21, 2012 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State

Purchase Agreement, dated as of May 21, 2012, by and between U.S. Geothermal Inc. and Lincoln Park Capital Fund, LLC *

U.S. Geothermal Inc.: Exhibit 10.1 - Filed by newsfilecorp.com Execution Copy PURCHASE AGREEMENT PURCHASE AGREEMENT (the “Agreement”), dated as of May 21, 2012, by and between U.S. GEOTHERMAL INC., a Delaware corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). WHEREAS: Subject to the terms and conditions set forth in this Agreem

$11,444,375 in Shares of Common Stock

U.S. Geothermal Inc.: Form 424(b)(5) - Filed by newsfilecorp.com Filed Pursuant to Rule 424(b)(5) Registration No. 333-170202 PROSPECTUS SUPPLEMENT (To the Prospectus dated December 1, 2010) $11,444,375 in Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering (i) up to $11,444,375 in shares of our common stock, $0.001 par value per share, to

U.S. GEOTHERMAL INC. ANNOUNCES SHARE PURCHASE AGREEMENT WITH LINCOLN PARK CAPITAL FUND, LLC

U.S. Geothermal Inc.: Exhibit 99.1 - Filed by newsfilecorp.com Exhibit 99.1 TRADING SYMBOLS: In the U. S.: NYSE MKT: HTM and in Canada: TSX: GTH May 22, 2012 U.S. GEOTHERMAL INC. ANNOUNCES SHARE PURCHASE AGREEMENT WITH LINCOLN PARK CAPITAL FUND, LLC BOISE, IDAHO, May 22, 2012 – U.S. Geothermal Inc. (NYSE MKT: HTM; TSX: GTH), a leading renewable energy company focused on the development, production

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - FORM 8-K

U.S. Geothermal Inc.: Form 8-K - Filed by newsfilecorp.com 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: May 21, 2012 (Date of earliest event reported) US GEOTHERMAL INC. (Exact name of registrant as specified in its charter) Delaware 001-34023 84-1472231 (State

Form of Compensation Warrant *

Exhibit 4.1 THIS PURCHASE WARRANT IS (I) NOT EXERCISABLE PRIOR TO [180 DAYS FOLLOWING ISSUANCE OF THE PURCHASE WARRANT] AND (II) VOID AFTER 5:00 P.M., EASTERN TIME, [FIVE YEARS FOLLOWING ISSUANCE OF THE PURCHASE WARRANT]. COMMON STOCK PURCHASE WARRANT For the Purchase of [•] Shares of Common Stock of U.S. GEOTHERMAL INC. 1. Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid

Termination of a Material Definitive Agreement - FORM 8-K

U.S. Geothermal Inc.: Form 8-K - Filed by newsfilecorp.com 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: May 9, 2012 (Date of earliest event reported) US GEOTHERMAL INC. (Exact name of registrant as specified in its charter) Delaware 333-117287 84-1472231 (State

U.S. GEOTHERMAL PROVIDES CORPORATE UPDATE

TRADING SYMBOLS: In the U. S.: NYSE Amex: HTM and in Canada: TSX: GTH April 20, 2012 U.S. GEOTHERMAL PROVIDES CORPORATE UPDATE BOISE, Idaho – April 20, 2012 (NYSE Amex: HTM; TSX: GTH) U.S. Geothermal Inc., a leading renewable energy company focused on the development, production and sale of electricity from geothermal energy, provides the following updates on: the construction of its new 8.6 net m

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - FORM 8-K

U.S. Geothermal Inc.: Form 8-K - Filed by newsfilecorp.com 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: April 20, 2012 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-117287 84-1472231 (Sta

U.S. GEOTHERMAL SIGNS COMMITMENT LETTER FOR US$15 MILLION LOAN FACILITY AT SAN EMIDIO

EX-99.1 2 exhibit99-1.htm PRESS RELEASE OF U.S. GEOTHERMAL INC. DATED APRIL 11, 2012 TRADING SYMBOLS: In the U. S.: NYSE Amex: HTM and in Canada: TSX: GTH April 11, 2012 U.S. GEOTHERMAL SIGNS COMMITMENT LETTER FOR US$15 MILLION LOAN FACILITY AT SAN EMIDIO BOISE, Idaho – April 11, 2012 (NYSE Amex: HTM; TSX: GTH) U.S. Geothermal Inc., a leading renewable energy company focused on the development, pr

Financial Statements and Exhibits, Other Events - CURRENT REPORT

U.S. Geothermal Inc.: Form 8-K - Filed by newsfilecorp.com 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: April 11, 2012 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-117287 84-1472231 (Sta

-

1505 Tyrell Lane, Boise, ID 83706 Tel: 208.424.1027 Fax: 208.424.1030 April 9, 2012 Jennifer Thompson Accounting Branch Chief Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Responses to the Securities and Exchange Commission Staff Comments dated March 30, 2012, regarding U.S. Geothermal Inc. (the “Company” or “U.S. Geothermal”) Form 10-K for the Fiscal Year Ended

HTM / U.S. Geothermal Inc. / Stephens Investment Management, LLC - US GEOTHERMAL INC 13G AMENDMENT Passive Investment

usgeothermalinc13g-a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* U.S. Geothermal Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 90338S102 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropria

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2011 [ ] TRANSITION REPORT PURSU

U.S. Geothermal Inc.: Form 10-Q - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2011 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition pe

Amended and Restated Long-Term Portfolio Energy Credit and Renewable Power Purchase Agreement dated May 31, 2011 between Sierra Pacific Power Company, d/b/a NV Energy, and USG Nevada LLC

AMENDED AND RESTATED LONG-TERM PORTFOLIO ENERGY CREDIT AND RENEWABLE POWER PURCHASE AGREEMENT BETWEEN SIERRA PACIFIC POWER COMPANY AND USG NEVADA LLC May 31 , 2011 TABLE OF CONTENTS ARTICLE PAGE 1.

Financial Statements and Exhibits, Other Events - FORM 8-K

U.S. Geothermal Inc.: Form 8-K - Filed by newsfilecorp.com 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: January 3, 2012 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-117287 84-1472231 (St

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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: November 9, 2011 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-117287 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Emp

Financing Agreement dated November 9, 2011 between USG Nevada LLC and Ares Capital Corporation

Execution Version FINANCING AGREEMENT between USG NEVADA LLC, a Delaware limited liability company, (Borrower) and ARES CAPITAL CORPORATION, a Maryland corporation, (Lender) Approximately Eight Megawatt Geothermal Power Facility Washoe County, Nevada November 9, 2011 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 or [ ] TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34023 U.S. GEOTHER

November 3, 2011

U.S. Geothermal Inc.: Exhibit 99.1 - Filed by newsfilecorp.com November 3, 2011 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: U.S. Geothermal Inc. We have read the statements that we understand U.S. Geothermal Inc. will include in Item 4.01 of the Form 8-K report it will file regarding the recent change of certifying accountant. We agree with such statements made r

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- November 1, 2011 (Date of earliest event reported) US GEOTHERMAL IN

U.S. Geothermal Inc.: Form 8-K - Filed by newsfilecorp.com 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- November 1, 2011 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (St

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- October 17, 2011 (Date of earliest event reported) US GEOTHERMAL IN

U.S. Geothermal Inc.: Form 8-K - Filed by newsfilecorp.com 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- October 17, 2011 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-117287 84-1472231 (S

At Market Issuance Sales Agreement dated September 30, 2011 between U.S. Geothermal Inc. and McNicoll, Lewis & Vlak LLC *

Exhibit 1.1 U.S. GEOTHERMAL INC. Common Stock (par value $0.001 per share) At Market Issuance Sales Agreement September 30, 2011 McNicoll, Lewis & Vlak LLC 1251 Avenue of the Americas 41st Floor New York, NY 10020 Ladies and Gentlemen: U.S. Geothermal Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with McNicoll, Lewis & Vlak LLC (“MLV”), as follows: 1. Issu

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: September 29, 2011 (Date of earliest event reported) US GEOTHERMAL

U.S. Geothermal Inc.: Form 8-K - Filed by newsfilecorp.com 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: September 29, 2011 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-117287 84-1472231

Employment Agreement dated September 29, 2011 between U.S. Geothermal Inc. and Daniel Kunz

EMPLOYMENT AGREEMENT This AGREEMENT made and dated as of the 29th day of September, 2011.

$10,000,000 Common Stock

U.S. Geothermal, Inc.: Prospectus Supplement - Filed by newsfilecorp.com Filed Pursuant to Rule 424(b)(5) Commission File No. 333-170202 Prospectus Supplement (To Prospectus dated December 1, 2010) $10,000,000 Common Stock We have entered into a sales agreement with McNicoll, Lewis & Vlak LLC relating to shares of our common stock offered by this prospectus supplement and the accompanying prospect

Note Purchase Agreement dated as of February 23, 2011 among the Federal financing Bank, USG Oregon LLC, and the Secretary of Energy, acting though the Department of Energy.

Exhibit 99.2

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders

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 - September 9, 2011 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-117287 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. E

U.S. GEOTHERMAL ANNOUNCES NEW BOARD OF DIRECTOR AND MANAGEMENT CHANGES

Exhibit 99.1 TRADING SYMBOLS: September12, 2011 In the U.S.: NYSE Amex: HTM and in Canada: TSX: GTH U.S. GEOTHERMAL ANNOUNCES NEW BOARD OF DIRECTOR AND MANAGEMENT CHANGES BOISE, Idaho, September 12, 2011 (NYSE Amex: HTM, TSX: GTH) U.S. Geothermal Inc., a leading renewable energy company focused on the development, production and sale of electricity from geothermal energy, today announced the follo

POWER OF ATTORNEY

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Kerry D.

TABLE OF CONTENTS

EXECUTION VERSION EQUITY PLEDGE AGREEMENT dated as of February 23, 2011 among OREGON USG HOLDINGS, LLC, as Pledgor USG OREGON LLC, as Company and PNC BANK, NATIONAL ASSOCIATION, doing business as MIDLAND LOAN SERVICES, a division of PNC BANK, NATIONAL ASSOCIATION, as Collateral Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.

U.S.GEOTHERMAL RECEIVES FUNDING FROM $96.8-MILLION LOAN FOR NEAL HOT SPRINGS PROJECT

Exhibit 99.1 August 31, 2011 TRADING SYMBOLS: In the U. S.: NYSE Amex: HTM and in Canada: TSX: GTH U.S.GEOTHERMAL RECEIVES FUNDING FROM $96.8-MILLION LOAN FOR NEAL HOT SPRINGS PROJECT BOISE, Idaho – August 31, 2011 (NYSE Amex: HTM; TSX: GTH) U.S. Geothermal Inc., a leading renewable energy company focused on the development, production and sale of electricity from geothermal energy, today announce

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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- August 30, 2011 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) (Zip Code) Delaware 333-117287 84-1472231 (State of Incorporation) (Commission File Number) (

LOAN GUARANTEE AGREEMENT dated as of February 23, 2011 among USG OREGON LLC, as Borrower, U.S. DEPARTMENT OF ENERGY, as provider of the DOE Guarantee, U.S. DEPARTMENT OF ENERGY, as Loan Servicer, PNC BANK, NATIONAL ASSOCIATION, doing business as MIDL

EXECUTION VERSION LOAN GUARANTEE AGREEMENT dated as of February 23, 2011 among USG OREGON LLC, as Borrower, U.

Future Advance Promissory Note dated February 23, 2011, among USG Oregon LLC and Federal Financing Bank.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 or [ ] TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34023 U.S. GEOTHERMAL I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the fiscal year ended March 31, 2011 [ ] TRANSITION REPORT PURSUANT TO SECTION 13

US Geothermal Inc.: Form 10-K - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the fiscal year ended March 31, 2011 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission File

Audited Consolidated Financial Statements of U.S. Geothermal Inc. as of March 31, 2011.

U.S. Geothermal Inc.: Exhibit 13.1 - Filed by newsfilecorp.com U.S. GEOTHERMAL INC. Consolidated Financial Statements March 31, 2011 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of U.S. Geothermal Inc. We have audited the accompanying consolidated balance sheets of U.S. Geothermal Inc. as of March 31, 2011 and 2010, and the related consolidated

Audited Financial Statements of significant subsidiary Raft River Energy I LLC as of December 31, 2010

U.S. Geothermal Inc.: Exhibit 13.2 - Filed by newsfilecorp.com Exhibit 13.2 Raft River Energy I LLC Financial Statements December 31, 2010 and 2009 Raft River Energy I LLC Index December 31, 2010 and 2009 Page(s) Report of Independent Auditors 1 Financial Statements Balance Sheets 2 Statements of Operations 3 Statements of Cash Flows 4 Statement of Members' Equity 5 Notes to the Financial Statemen

Subsidiaries of the Registrant

U.S. Geothermal Inc.: Exhibit 21.1 - Filed by newsfilecorp.com Exhibit 21.1 LIST OF SUBSIDIARIES U.S. Geothermal Inc. (incorporated in the State of Idaho) Gerlach Geothermal LLC (organized in the State of Delaware) U.S. Geothermal Services, LLC (organized in the State of Delaware) USG Nevada LLC (organized in the State of Delaware) USG Gerlach LLC (organized in the State of Delaware) USG Oregon LL

U.S. GEOTHERMAL SIGNS 19.9 MW, 25 YEAR PPA WITH NV ENERGY FOR THE SAN EMIDIO NEVADA PROJECT

Exhibit 99.1 TRADING SYMBOLS: In the U. S.: NYSE Amex: HTM and in Canada: TSX: GTH June 1, 2011 U.S. GEOTHERMAL SIGNS 19.9 MW, 25 YEAR PPA WITH NV ENERGY FOR THE SAN EMIDIO NEVADA PROJECT BOISE, Idaho ? June 1, 2011 (NYSE Amex: HTM; TSX: GTH) U.S. Geothermal Inc., a leading renewable energy company focused on the development, production and sale of electricity from geothermal energy, today announc

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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: May 31, 2011 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Employer

Other Events

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: May 13, 2011 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34023 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Employer

U.S. GEOTHERMAL RECEIVES KEY RESERVOIR CERTIFICATE FOR NEAL HOT SPRINGS OREGON PROJECT Plant Construction and Related Site Work Underway; Hundreds of Jobs Created

Exhibit 99.1 U.S. GEOTHERMAL RECEIVES KEY RESERVOIR CERTIFICATE FOR NEAL HOT SPRINGS OREGON PROJECT Plant Construction and Related Site Work Underway; Hundreds of Jobs Created BOISE, Idaho (April 11, 2011) - U.S. Geothermal Inc. (NYSE Amex: HTM; TSX: GTH), a leading renewable energy company focused on the development, production and sale of electricity from geothermal energy, today announced the r