8-K
New ERA Energy & Digital, Inc. (NUAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) ofthe
Securities Exchange Act of 1934
May 30, 2025
Date of Report (Date of earliest event reported)
NEW ERA HELIUM INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 001-42433 | 99-3749880 |
|---|---|---|
| (State or Other Jurisdiction<br> <br><br> of Incorporation) | (Commission<br><br> File Number) | (I.R.S. Employer <br><br> Identification Number) |
| 4501 Santa Rosa Dr. Midland, TX | 79707 | |
| --- | --- | |
| (Address of Principal Executive<br> Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(432) 695-6997
Not Applicable
(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 | NEHC | The Nasdaq Stock Market LLC |
| Warrants | NEHCW | 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 x
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 5.02 Departure of Directors or Certain Officers; Election ofDirectors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Director
On May 30, 2025, William H. Flores resigned as a member of the Board of Directors of New Era Helium, Inc. (the “Company”) with an effective date of May 30, 2025. Mr. Flores’ resignation was not the result of any disagreement between him and the Company, the Board of Directors, or any committee of the Board of Directors on any matter. The Company will be seeking a suitable replacement for Mr. Flores in due course.
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: June 2, 2025
| NEW ERA HELIUM INC. | |
|---|---|
| By: | /s/ E. Will Gray II |
| Name: | E. Will Gray II |
| Title: | Chief Executive Officer |