New Era Energy faces Nasdaq delisting risk

New Era Energy & Digital, Inc. reports that Nasdaq has notified the company it is not in compliance with the Nasdaq Global Market rule requiring a minimum market value of listed securities of $50,000,000.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

New Era Energy & Digital, Inc. reports that Nasdaq has notified the company it is not in compliance with the Nasdaq Global Market rule requiring a minimum market value of listed securities of $50,000,000. The company failed to regain compliance by September 2, 2025 and is now subject to potential delisting unless it secures relief from a Nasdaq Hearings Panel.

The company plans to request a hearing, which will temporarily halt delisting actions while it presents a plan to meet continued listing standards. Management is evaluating options that include raising additional capital to increase shareholders’ equity above $2.5 million and/or issuing more common stock in a PIPE or similar transaction to reach at least $35 million in market value, which would support a potential transfer to the Nasdaq Capital Market if other requirements are satisfied.

Positive

None.

Negative

Nasdaq Global Market delisting risk: the company failed to restore its market value of listed securities to the required $50,000,000 threshold by September 2, 2025, and now faces potential removal from the exchange absent favorable action by a Nasdaq Hearings Panel.

Insights

Nasdaq non-compliance raises real delisting and dilution risks for NUAI.

New Era Energy & Digital, Inc. has been below Nasdaq’s Global Market requirement that market value of listed securities be at least $50,000,000 for 30 consecutive business days. After a 180-day grace period ending on September 2, 2025, Nasdaq staff notified the company on September 3, 2025 that it remains non-compliant and is now subject to delisting unless a Hearings Panel grants continued listing.

The company will request a hearing, which stays delisting while it presents a remediation plan. The text outlines possible steps: raising capital through an equity line or other sources to push shareholders’ equity above $2.5 million with an appropriate burn rate, or issuing additional common shares via a PIPE or similar deal to reach at least $35 million in market value, enabling a move to the Nasdaq Capital Market tier if other criteria are met.

The outcome is uncertain, as the company explicitly notes there is no assurance the Panel will approve continued listing or any extension. Depending on how much new equity is issued to hit the stated thresholds, existing holders could face meaningful dilution, while failure to secure relief would shift trading off the Nasdaq, which can affect liquidity and visibility.

8-K Event Classification

3 items: 3.01, 7.01, 9.01

3 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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

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

The company received a notice because, for 30 consecutive business days, its market value of listed securities was below the $50,000,000 minimum required for continued listing on the Nasdaq Global Market under Listing Rule 5450(b)(2)(A), and it did not regain compliance by September 2, 2025.

What actions is NUAI taking in response to the Nasdaq non-compliance notice?

NUAI plans to request a hearing before a Nasdaq Hearings Panel. This request will stay further delisting action while the company presents a plan to regain compliance with applicable continued listing criteria.

What options is NUAI considering to regain Nasdaq listing compliance?

The company is considering raising capital through its equity line or other sources to increase shareholders’ equity above $2.5 million with an appropriate burn rate and/or issuing additional common stock in a PIPE or similar transaction to reach at least $35 million in market value, which could support a transfer to the Nasdaq Capital Market if other requirements are met.

Is there any assurance that NUAI will remain listed on a Nasdaq market?

No. The company states there can be no assurance the Nasdaq Hearings Panel will grant its request for continued listing or that it will achieve compliance within any extension that may be granted.

What did NUAI disclose under Regulation FD in this 8-K filing?

NUAI disclosed that it issued a press release on September 5, 2025 announcing receipt of the Nasdaq notice, and it furnished the release as Exhibit 99.1, specifying that this information is furnished rather than filed under the Exchange Act.

Could NUAI move from the Nasdaq Global Market to the Nasdaq Capital Market?

Yes. The company notes that if it achieves at least $35 million in market value of listed securities and meets other listing requirements, it would seek to move its listing to the Nasdaq Capital Market.

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

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Accepted by SEC EDGAR 09/05/2025 - 05:20 PM

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

Source: View Original Filing on SEC EDGAR

New Era Energy faces Nasdaq delisting risk