Item
8.01 Other Events.
On November 8, 2021, the United States
Commodity Funds LLC (“USCF”) and the United States Oil Fund, LP (“USO”) announced a resolution with each of the
U.S. Securities and Exchange Commission (the “SEC”) and the U.S. Commodity Futures Trading Commission (the “CFTC”)
relating to matters set forth in certain Wells Notices issued by the staffs of each of the SEC and CFTC as more fully described below.
On August 17, 2020, USCF, USO, and John Love received
a “Wells Notice” from the staff of the SEC (the “SEC Wells Notice”). The SEC Wells Notice stated that the SEC
staff made a preliminary determination to recommend that the SEC file an enforcement action against USCF, USO, and Mr. Love alleging violations
of Sections 17(a)(1) and 17(a)(3) of the Securities Act of 1933, as amended (the “1933 Act”), and Section 10(b) of the Securities
Exchange Act of 1934, as amended (the “1934 Act”), and Rule 10b-5 thereunder.
Subsequently, on August 19, 2020, USCF, USO, and
Mr. Love received a Wells Notice from the staff of the CFTC (the “CFTC Wells Notice”). The CFTC Wells Notice stated that the
CFTC staff made a preliminary determination to recommend that the CFTC file an enforcement action against USCF, USO, and Mr. Love alleging
violations of Sections 4o(1)(A) and (B) and 6(c)(1) of the Commodity Exchange Act, as amended (the “CEA”), 7 U.S.C.
§§ 6o(1)(A) and (B) and 9(1) (2018), and CFTC Regulations 4.26, 4.41, and 180.1(a), 17 C.F.R. §§ 4.26, 4.41,
180.1(a) (2019).
On November 8, 2021, acting pursuant to
an offer of settlement submitted by USCF and USO, the SEC issued an order instituting cease-and-desist proceedings, making findings, and
imposing a cease-and-desist order pursuant to Section 8A of the 1933 Act, directing USCF and USO to cease and desist from committing or
causing any violations of Section 17(a)(3) of the 1933 Act, 15 U.S.C. § 77q(a)(3) (the “SEC Order”). In the SEC Order,
the SEC made findings that, from April 24, 2020 to May 21, 2020, USCF and USO violated Section 17(a)(3) of 1933 Act, which provides that
it is “unlawful for any person in the offer or sale of any securities . . . to engage in any transaction, practice, or course of
business which operates or would operate as a fraud or deceit upon the purchaser.” USCF and USO consented to entry of the SEC Order
without admitting or denying the findings contained therein, except as to jurisdiction.
Separately, on November 8, 2021, acting
pursuant to an offer of settlement submitted by USCF, the CFTC issued an order instituting cease-and-desist proceedings, making findings,
and imposing a cease-and-desist order pursuant to Section 6(c) and (d) of the CEA, directing USCF to cease and desist from committing
or causing any violations of Section 4o(1)(B) of the CEA, 7 U.S.C. § 6o(1)(B), and CFTC Regulation 4.41(a)(2), 17 C.F.R.
§ 4.41(a)(2) (the “CFTC Order”). In the CFTC Order, the CFTC made findings that, from on or about April 22, 2020 to June
12, 2020, USCF violated Section 4o(1)(B) of the CEA and CFTC Regulation 4.41(a)(2), which make it unlawful for any commodity pool
operator (“CPO”) to engage in “any transaction, practice, or course of business which operates as a fraud or deceit
upon any client or participant or prospective client or participant” and prohibit a CPO from advertising in a manner which “operates
as a fraud or deceit upon any client or participant or prospective client or participant,” respectively. USCF consented to entry
of the CFTC Order without admitting or denying the findings contained therein, except as to jurisdiction.
Pursuant to the SEC Order and the CFTC Order,
in addition to the command to cease and desist from committing or causing any violations of Section 17(a)(3) of the 1933 Act, Section
4o(1)(B) of the CEA, and CFTC Regulation 4.14(a)(2), civil monetary penalties totaling two million five hundred thousand dollars ($2,500,000)
in the aggregate must be paid to the SEC and CFTC, of which one million two hundred fifty thousand dollars ($1,250,000) will be paid by
USCF to each of the SEC and the CFTC, respectively, pursuant to the offsets permitted under the orders.
The SEC Order can be accessed at www.sec.gov and the CFTC Order can be
accessed at www.cftc.gov.