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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
October 16, 2025
Date of Report (Date of earliest event reported)
NEW ERA ENERGY & DIGITAL, 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
n/a
(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 |
|
NUAI |
|
The Nasdaq Stock Market LLC |
| Warrants |
|
NUAIW |
|
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 ☒
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 1.02 Termination of a Material Definitive
Agreement.
As previously disclosed, on August 12, 2025, New
Era Energy & Digital, Inc. (the “Company”) entered into the Fourth Amended and Restated Equity Purchase
Facility Agreement (the “EPFA”) with an investor (the “Investor”). Pursuant to the
EPFA, we have the right, and not the obligation, to sell to the Investor up to $1.0 billion of our Common Stock, at our request during
the commitment period commencing on December 6, 2025 and terminating on the first day of the month following the 36 month anniversary
of December 6, 2025.
On October 16, 2025, the Company provided the
Investor with notice of termination of the EPFA, with such termination to be effective October 24, 2025, in accordance with the terms
of the EPFA. The Company determined that it is sufficiently capitalized at present and does not expect to sell any additional shares to
the Investor. The Company will not incur any termination penalties as a result of its termination of the EPFA.
The foregoing description of the EPFA is not complete
and is qualified in its entirety by reference to the full text of the EPFA, a copy of which was filed as Exhibit 10.4 to the Company’s
Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025 and is incorporated herein by reference.
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: October 17, 2025
| |
NEW ERA ENERGY & DIGITAL, INC. |
| |
|
|
| |
By: |
/s/ E. Will Gray II |
| |
Name: |
E. Will Gray II |
| |
Title: |
Chief Executive Officer |
