New Era Energy details Nasdaq listing efforts

New Era Energy & Digital, Inc. describes actions taken to address Nasdaq listing issues tied to its market value of listed securities falling below the $50,000,000 minimum.

Rhea-AI Filing Summary

New Era Energy & Digital, Inc. describes actions taken to address Nasdaq listing issues tied to its market value of listed securities falling below the $50,000,000 minimum. The company previously received a Nasdaq notice and requested a hearing, now scheduled for October 16, 2025, which temporarily stays delisting.

Since June 30, 2025, it issued and sold 17,266,344 shares of common stock for $13,813,206 under an equity purchase facility. Over the same period, the holder of its senior secured convertible notes converted $6,119,409 of the original $8,755,858 principal into 6,125,000 common shares, and the company repaid the remaining balance on October 1, 2025, eliminating this secured debt and obtaining a lien release.

The company believes these steps mean it now meets the stockholders’ equity requirement for continued listing on The Nasdaq Global Market, while cautioning that this is a preliminary estimate ahead of completing its financial closing procedures for the quarter ended September 30, 2025.

Insights

Equity & Listings Analyst

Company raises equity, removes secured debt, and seeks to maintain Nasdaq listing status.

New Era Energy & Digital, Inc. is responding to a Nasdaq notice that its market value of listed securities fell below the $50,000,000 threshold required for The Nasdaq Global Market. The company requested a hearing, scheduled for October 16, 2025, which pauses delisting procedures while its case is reviewed.

To bolster its financial position, the company issued 17,266,344 common shares for $13,813,206 under an equity purchase facility and reduced secured leverage. A holder converted $6,119,409 of senior secured convertible notes, originally totaling $8,755,858, into 6,125,000 shares, and the company repaid the remaining balance on October 1, 2025, leading to a release of the lien on its assets.

The company states it now believes it meets Nasdaq’s stockholders’ equity requirement based on preliminary internal estimates for the quarter ended September 30, 2025. Actual equity levels will depend on final closing procedures and any subsequent review, and the ultimate outcome of the Nasdaq hearing will determine whether its Global Market listing is maintained.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did New Era Energy & Digital, Inc. (NUAI) receive a Nasdaq deficiency notice?

The company received notice because, for 30 consecutive business days before March 4, 2025, its market value of listed securities was below the $50,000,000 minimum required under Nasdaq Listing Rule 5450(b)(2)(A).

What is the status of NUAI's Nasdaq listing and hearing?

After not regaining compliance by September 2, 2025, Nasdaq staff indicated the company was subject to delisting. New Era Energy & Digital, Inc. requested a hearing before a Nasdaq Hearings Panel, scheduled for October 16, 2025, which stays further action during the process.

How much equity has NUAI issued recently and for what proceeds?

Since June 30, 2025, the company has issued and sold 17,266,344 shares of common stock for total proceeds of $13,813,206 under a Fourth Amended and Restated Equity Purchase Facility Agreement with an investor.

What changes did NUAI make to its senior secured convertible notes?

As of June 30, 2025, principal on the convertible notes was $8,755,858. Since then, the holder converted $6,119,409 into 6,125,000 common shares, and on October 1, 2025 the company repaid the remaining balance, reducing the outstanding principal to zero and obtaining a release of the lien on its assets.

Does NUAI believe it currently meets Nasdaq’s stockholders’ equity requirement?

Yes. As of the date of the report, the company believes it satisfies the stockholders’ equity requirement for continued listing on The Nasdaq Global Market, based on preliminary internal estimates for the quarter ended September 30, 2025.

Are NUAI’s stockholders’ equity figures final and audited?

No. The company notes that its determination of stockholders’ equity is based on estimates and information available as of the report date, is not a comprehensive statement of its financial position, and has not been audited, reviewed, or compiled by its independent registered public accounting firm.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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.

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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

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