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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 1, 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 8.01 Other Events
As previously disclosed,
on March 4, 2025, New Era Energy & Digital, Inc. (the “Company”) received written notice from the Listing Qualifications
Staff (“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that, for the preceding 30 consecutive business days,
the Company’s market value of listed securities (“MVLS”) closed below the minimum $50,000,000 MVLS threshold required
for the continued listing of the Company’s securities on The Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS
Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company was provided 180 calendar days, or until September 2,
2025, to regain compliance with the MVLS Rule.
As also previously disclosed,
on September 3, 2025, the Company received notice (the “Notice”) from the Staff indicating that the Company had not regained
compliance with the MVLS Rule as of September 2, 2025, and that the Company was therefore subject to delisting unless the Company timely
requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company timely requested a hearing before the Panel,
which request will stay any further action by Nasdaq at least pending the ultimate conclusion of the hearing process. The hearing is scheduled
for October 16, 2025.
Following the receipt
of the Notice, the Company has undertaken a number of actions in order to regain compliance with Nasdaq listing standards.
Since
June 30, 2025, the Company has issued and sold an aggregate of 17,266,344 shares of Common Stock for a total amount of $13,813,206, pursuant
to the Fourth Amended and Restated Equity Purchase Facility Agreement, dated as of August 12, 2025, by and between the Company and an
investor.
As of June 30, 2025, the
Company had $8,755,858 of principal senior secured indebtedness evidenced by convertible promissory notes (the “Convertible Notes”)
which debt is secured by a lien on all of the assets of the Company and which debt is convertible into shares of common stock. Since June
30, 2025, the holder of the Convertible Notes converted$6,119,409 of that debt into 6,125,000 shares of common stock. On October 1, 2025
the Company repaid the balance of that indebtedness, bringing the Company’s total outstanding balance on the Convertible Notes to
zero. The Company has received a release and satisfaction of the lien securing the Convertible Notes.
As a result, the Company
believes that, as of the date of this Current Report on Form 8-K, it satisfies the Stockholders’ Equity Requirement for continued
listing on The Nasdaq Global Market. The Company’s determination of stockholders’ equity is based on estimates and information
available to it as of the date of this Current Report on Form 8-K, is not a comprehensive statement of its financial results or position
as of or for the quarter ended September 30, 2025, and has not been audited, reviewed or compiled by the Company’s independent registered
public accounting firm. The Company’s financial closing procedures for the quarter ended September 30, 2025, are not yet complete
and, as a result, stockholders’ equity upon completion of its closing procedures may vary from this preliminary estimate.
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 3, 2025
| |
NEW ERA ENERGY & DIGITAL, INC. |
| |
|
|
| |
By: |
/s/ E. Will Gray II |
| |
Name: |
E. Will Gray II |
| |
Title: |
Chief Executive Officer |
2
