New Era Helium Inc filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Market Value of Publicly Held Shares
On May 16, 2025, New Era Helium Inc., a Nevada corporation (the "Company"), received a notification letter from the Listing Qualifications Staff the “Staff”) of the Nasdaq Stock Market LLC ("Nasdaq") indicating that based upon Nasdaq’s review of the Company’s Market Value of Publicly Held Shares (“MVPHS”) for the 30 consecutive business days prior to the date of the letter, the Company no longer meets the requirements of Nasdaq Listing Rule 5450(b)(2)(C), which requires listed securities to maintain a minimum MVPHS of $15,000,000.
However, Nasdaq rules also provide the Company a compliance period of 180 calendar days, or until November 12, 2025, in which to regain compliance.
If at any time during this compliance period the Company’s MVPHS closes at $15,000,000 or more for a minimum of ten consecutive business days, Nasdaq will provide the Company with written confirmation of compliance and this matter will be closed. In the event the Company does not regain compliance with the rule prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq hearing’s panel.
The Company is working diligently to regain compliance with Nasdaq’s listing rules. However, there can be no assurance that the Company will be able to regain compliance within the prescribed time period.
This notification has no immediate effect on the listing or trading of the Company’s common stock on Nasdaq.
This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification.
Minimum Bid Price Requirement
On May 16, 2025, the Company received written notice from the Staff of Nasdaq notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock had closed below the minimum $1.00 per share required for continued listing on Global Market tier of Nasdaq pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”). In accordance with Nasdaq rules, the Company has been provided an initial period of 180 calendar days, or until November 12, 2025, to regain compliance with the Minimum Bid Price Requirement. If at any time during this compliance period, the closing bid price for the Company’s common stock is at least $1.00 for a minimum of ten consecutive business days, the Staff will provide the Company written confirmation of compliance with the Minimum Bid Price Requirement and close the matter.
If the Company does not regain compliance with the Minimum Bid Price Requirement during the compliance period, the Company may be eligible for an additional compliance period, provided that it submits an application to transfer to the Capital Market tier of Nasdaq and meets the continued listing requirement for the market value of publicly held shares and all other initial listing standards for the Capital Market tier, with the exception of the Minimum Bid Price Requirement, and notifies the Staff in writing of its intention to cure the deficiency during the additional compliance period.
If the Company does not regain compliance with the Minimum Bid Price Requirement during the compliance period and is not eligible for an additional compliance period at that time, the Staff will provide written notification to the Company that its common stock will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to a Nasdaq Hearing Panel. There can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement or otherwise maintain compliance with any of the other Nasdaq listing requirements.
The Company intends to monitor the closing bid price of its common stock and will consider various options available to it if its common stock does not trade at a level to regain compliance with the Minimum Bid Price Requirement.
This notification has no immediate effect on the listing or trading of the Company’s common stock on Nasdaq.
This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification.
SIGNATURE
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: May 16, 2025
| NEW ERA HELIUM INC. | ||
| By: | /s/ E. Will Gray II | |
| Name: | E. Will Gray II | |
| Title: | Chief Executive Officer | |