false
0002028336
0002028336
2025-09-03
2025-09-03
0002028336
us-gaap:CommonStockMember
2025-09-03
2025-09-03
0002028336
NUAI:WarrantsMember
2025-09-03
2025-09-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
September 3, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
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.
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 plans to timely request a hearing before the Panel, which request will
stay any further action by Nasdaq at least pending the ultimate conclusion of the hearing process.
At the hearing, the
Company intends to present its plan to evidence compliance with the applicable continued listing criteria; however, there can be no
assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to achieve
compliance within any extension that may be granted by the Panel. The Company is considering all options available to
it to regain compliance with the applicable listing rules, including but not limited to (i) raising additional capital through its equity line or other sources in order to increase the shareholders
equity of the Company in excess of $2.5 million (plus an appropriate burn rate) and/or (ii) issuing additional shares of common stock
through a PIPE or similar transaction in order to achieve at least $35 million of MVLS (the MVLS threshold for the Nasdaq Capital Markets
tier). In that event, and assuming other listing requirements are met, the Company would seek to move to the Nasdaq Capital Markets.
Item 7.01 Regulation FD
On September 5, 2025, the Company issued a press
release announcing its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
The information in this Item 7.01, including Exhibit
99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed
to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange
Act, regardless of any general incorporation language in such filings.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number |
|
Description |
| 99.1 |
|
Press release dated September 5, 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: September 5, 2025
| |
NEW ERA ENERGY & DIGITAL, INC. |
| |
|
|
| |
By: |
/s/ E. Will Gray II |
| |
Name: |
E. Will Gray II |
| |
Title: |
Chief Executive Officer |
2
