New Era Energy & Digital Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Regulation FD Disclosure, Financial Statements and Exhibits
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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) |
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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: September 5, 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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