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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of
the
Securities Exchange Act of 1934
June 25, 2025
Date of Report (Date of earliest event reported)
NEW ERA HELIUM INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada |
|
001-42433 |
|
99-3749880 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
4501
Santa Rosa Dr.
Midland, TX |
|
79707 |
| (Address of Principal Executive
Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (432) 695-6997
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
| Common Stock |
|
NEHC |
|
The Nasdaq Stock Market LLC |
| Warrants |
|
NEHCW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment
of Directors
New Era Helium, Inc. (“NEH”
or the “Company”), has announced the appointment of three new members of its board of directors to fill vacancies
left by recent resignations.
Effective June 25, 2025, the new board members
include:
Trent
Yang (46). Trent Yang is a recognized leader in the renewable energy space, having been an investor, entrepreneur and executive
in the sustainability industry since 2006. From January 2020 to April 2025 he was the Co-Founder and President of Galway Sustainable Capital
a specialty finance company focused on sustainability projects, where he co-managed the business and oversaw the investment team. In 4+
years, Galway raised nearly $700M of institutional capital including Macquarie Asset Management, OakTree and Aware Super. Prior to that,
from January 2013 to December 2019, he was a Vice President at AMG National Trust where he oversaw sustainability and international private
equity investments.
Mr. Yang has been investing into and starting
sustainability companies since 2006. During that period, he has led investments and/or grown several billion $+ companies including
investment firms and renewable companies. He has unique experience investing and growing variety of sustainability platforms
including renewable energy & storage, green buildings and data centers, mobility, sustainable agriculture and next generation
manufacturing & recycling solutions. He also sits on a number of non-profit boards at the nexus of public policy, education and
sustainability.
Mr. Yang holds a B.S. in Aerospace Engineering
from the University of Colorado, Boulder, and multiple M.S. degrees from Massachusetts Institute of Technology where he focused on climate
& economics, machine learning control systems, and entrepreneurship.
Peter
(“P.J.”) Lee (54). Mr. Lee is Co-Founder and Managing Partner of EverStream Energy Capital Management LLC, a global
investment firm that invests in sustainable energy and digital infrastructure companies and assets worldwide. He has held that role since
January 2012. Among other things, his duties include raising funds, sourcing and managing investments. Mr. Lee has cofounded several energy
company platforms including Terraform Power, TerraForm Global, Pacific Solar (Japan) and Enfinity Global. Mr. Lee also cofounded a digital
infrastructure company that developed approximately 700 megawatts of data center capacity customized for Bitcoin mining in west Texas,
Nebraska and South Dakota. Mr. Lee serves as an advisor and Board Director to Engineered Products and PDU Cables which specialize in quick
turn, custom assembly electrical products for the data center industry.
Mr. Lee previously held leadership positions with
investment firm Black River, a division of Cargill, Inc; as well as investment banking firms CE Unterberg Towbin, Robertson Stephens,
and Chase Manhattan. Most of Mr. Lee’s finance career has focused on sectors within the energy, technology, infrastructure, commodity,
and digital industries.
Mr.
Lee holds a bachelor’s degree in Economics from Union College.
Ondrej
Sestak 38. Mr. Sestak is a Co-Founder and Head of Engineering at ZeroSix LLC, a carbon credit solution provider, since January
2022. He is also a Reservoir Engineer with Aurivos Permian LLC, an oil and gas operator, a position he has held since January 2022. Since
January 2022, he has also been a Reservoir Engineer with ARB Energy Utah LLC. He is also Chief Operations Officer for GLT Trading LLC,
an international commodities trader, a position he has held since April 2020. As of March 2025, he has also been Project Manager for Five
Star Clean Fuels, a strategic developer, owner and operator of distributed gasoline production facilities.
Mr. Sestak has over a decade of technical experience
across the resource industry. In his role at ZeroSix he is leading the development and implementation of novel methodologies for economic
adoption of environmental optimization across the oil and gas industry, including the remediation of marginal operations, responsibly
sourced gas, and repurposing of existing wellbores.
As Chief Operations Officer for GLT Trading, he
sources Helium, LPG, and petcoke on behalf of Asian clients, securing take away agreements from established suppliers, sourcing spot loads
on the open market, and pursuing several direct Helium development opportunities.
As a reservoir engineer, he is able to evaluate
the geologic resource potential as well as the financial viability of producing and development operations. Before moving into his current
roles, he worked with INEXS, a petroleum engineering geoscience consulting firm, cultivating unique investment opportunities and performing
evaluations of resource projects, including Helium development, blue hydrogen generation, enhanced oil recovery, and carbon capture and
utilization. Prior to venturing into the independent investment and operator space of the resource industry, Mr. Sestak was a reservoir
engineer at Shell where he worked the Haynesville shale and Vaca Muerta basin.
Mr. Sestak holds a B.S. in Petroleum Engineering
from the University of Texas at Austin, and an MS in Energy Resource Engineering from Stanford University.
Mr. Yang will serve as the Audit Committee Chairman and as a Compensation Committee Member, Mr. Lee will serve as an Audit Committee Member
and Mr. Sestak will serve as a Compensation Committee Member. For their board service Mr. Lee and Mr. Sestak will receive annual compensation
of $60,000 in cash and $140,000 in Company common stock. For his board service and as Chairman of the Audit Committee, Mr. Yang will receive
annual compensation of $70,000 in cash and $150,000 in Company common stock.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: June 26, 2025
| NEW ERA HELIUM INC. |
|
| |
|
|
| By: |
/s/ E. Will Gray II |
|
| Name: |
E. Will Gray II |
|
| Title: |
Chief Executive Officer |
|
