New Era Helium Inc SEC Filings

New ERA Energy & Digital, Inc. seeks shareholder approval for several capital and governance actions. The company proposes to increase authorized shares to 3,000,000,000 total (consisting of 2,995,000,000 Common Stock and 5,000,000 preferred shares); approve amendments to its equity purchase financing agreement (EPFA) with ATW AI Infrastructure LLC; and authorize a reverse stock split with a variable Split Ratio between 1-for-1 and 100-for-1 to be implemented within 12 months at the Board's discretion. The EPFA contemplates share issuances to ATW subject to volume limits and pricing equal to 95% of specified low or VWAP measures. The company also seeks ratification of auditors and describes Nasdaq minimum bid price noncompliance procedures, including a cure period ending November 12, 2025 and potential delisting if deficiencies are not remedied.

New Era Energy & Digital, Inc. (NUAI) filed an amendment to its S-1 registration statement presenting combined historical and interim financials and offering details. The company reports significant year-over-year revenue growth in certain periods (for example, total revenues rose to $535,569 from $349,588 in one comparative period) but generated large operating losses (loss from operations of $(3.93) million versus $(2.67) million in a prior period and loss before income taxes of $(6.93) million versus $(2.65) million). Interest expense increased materially (e.g., $(2.96) million versus $(0.14) million). As of June 30, 2025 the company had a working capital deficit of $3,384,529 and cash of $5,199,825. The filing discloses financing arrangements including an EPFA with advance-share mechanics, convertible notes, warrants outstanding, an AirLife note collateralized by oil and gas properties, and contingent excise tax and penalty accruals. The prospectus lists numerous operational and development risks, including uncertainty around completion and operation of the Pecos Slope Plant and dependence on helium market conditions.