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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 22, 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 1.01 Entry into a Material Definitive Agreement.
On October 23, 2025, New Era Energy & Digital,
Inc. (the “Company”) entered into a secured promissory note (the “Note”) with Joel
Solis, an individual shareholder of the Company, and Aventus Properties LLC.
Pursuant to the terms of the Note, the Company
agreed to provide a loan in the principal amount of $4,000,000 (the “Loan”). The Loan bears interest on the
outstanding principal amount at a rate per annum equal to the lesser of (i) eighteen percent (18%), compounded annually, or (ii) the Maximum
Rate, where “Maximum Rate” means the maximum non-usurious rate of interest permitted under applicable law. The Note includes
customary covenants and events of default provisions.
The Loan is secured by a deed of trust on certain
real property located in Odessa, Texas and Pecos, Texas. The Deed of Trust will be recorded in the real property records of Ector County,
Texas and Reeves County, Texas. The Loan will mature on December 6, 2025, unless earlier repaid in accordance with the Note.
The transaction was reviewed and approved by the
Company’s Audit Committee and Board of Directors. The Company entered into a Release Agreement as part of the Loan transaction.
The foregoing description of the Note is not complete
and is qualified in its entirety by reference to the full text of the Note, a copy of which is attached hereto as Exhibit 10.1. The Deed
of Trust is attached hereto as Exhibit 10.2. The Release Agreement is attached hereto as Exhibit 10.3.
.
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on August 25, 2023, the
Company entered into the Contract for Sale and Purchase of Liquid Helium dated August 25, 2023 (as amended, the “Liquid Helium
Agreement”), with Air Life Gases USA Inc. (“AirLife”). Pursuant to the Liquid Helium Agreement,
we had the obligation to sell AirLife 50% of the helium generated from the Pecos Slope Plant in the form of liquefied helium, less 2%
tolling losses.
On October 22, 2025, AirLife provided us
with notice of termination of the Liquid Helium Agreement, with such termination to be effective November 30, 2025, provided that
the Commencement Date (as defined therein) has not occurred. As a result of the termination of the Liquid Helium Agreement, and in
accordance with the terms of the Promissory Note dated October 25, 2023 issued by us to AirLife, the Company is obligated to pay
AirLife a total of $2,382,255.55, representing the Adjusted Advance Amount of $382,255.55 and reimbursement of a $2,000,000 advance, within five (5) days of the date of such
termination.
The foregoing description of the Liquid Helium
Agreement is not complete and is qualified in its entirety by reference to the full text of the Liquid Helium Agreement, a copy of which
was filed as Exhibit 10.17 and Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2025 and
is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit
| Number |
|
Description |
| |
|
|
| 10.1 |
|
Promissory Note dated October 23, 2025 |
| |
|
|
| 10.2 |
|
Deed of Trust dated October 23, 2025 |
| |
|
|
| 10.3 |
|
Release Agreement dated October 23, 2025 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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 28, 2025
| |
NEW ERA ENERGY & DIGITAL, INC. |
| |
|
|
| |
By: |
/s/ E. Will Gray II |
| |
Name: |
E. Will Gray II |
| |
Title: |
Chief Executive Officer |
