New ERA Energy & Digital, Inc.
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 13, 2025
NUAI$2.07+27.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001213900-25-076564
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001213900-25-109985
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 171 previous paragraphs and 173 current paragraphs.
114 unchanged; 43 reworded; 15 added; 14 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 20 previous and 22 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (15)
Current report
On October [PM1] 16, 2025, the Company provided the Investor with notice of termination of the EPFA, with such termination to be effective October 24, 2025, in accordance with the terms of the EPFA. The Company determined that it is sufficiently capitalized at present and does not expect to sell any additional shares to the Investor. The Company will not incur any termination penalties as a result of its termination of the EPFA.
Current report
On October 1, 2025, the Company repaid the balance of this indebtedness, bringing the Company’s total outstanding balance on the Amended Notes to zero. The Company has received a release and satisfaction of the lien securing the Amended Notes.
Current report
On October 10, 2025, Nasdaq notified the Company that it had cured the deficiency under Listing Rule 5450(b)(2)(A), and the Company is in compliance with all applicable continued listing standards. As the Company regained compliance with the Nasdaq listing standards, the scheduled appeal of its delisting with a Hearings Panel for October 16, 2025 was cancelled and the Company’s securities will continue to be listed and traded on The Nasdaq Stock Market.
Current report
Amendment to Employment Agreement
Current report
Termination of Gaseous Helium Agreements
Current report
On September 1, 2023, New Era entered into entered into an agreement with Matheson Tri-Gas, Inc. (“MTG”), pursuant to which the Company would supply 50% of the helium produced from the Company’s Pecos Slope Plant to MTF. The agreement is contingent on the Pecos Slope Plant commencing operations by July 1, 2025. On July 2, 2025, MTG exercised its right to terminate the Gaseous Helium Agreement, effective as of that date, because the Pecos Slope Plant had not commenced operations as of July 1, 2025.
Current report
As previously disclosed, on August 25, 2023, the Company entered into the Contract for Sale and Purchase of Liquid Helium dated August 25, 2023 (as amended, the “Liquid Helium Agreement”), with Air Life Gases USA Inc. (“AirLife”). Pursuant to the Liquid Helium Agreement, we had the obligation to sell AirLife 50% of the helium generated from the Pecos Slope Plant in the form of liquefied helium, less 2% tolling losses.
Current report
On October 22, 2025, AirLife provided us with notice of termination of the Liquid Helium Agreement, with such termination to be effective November 30, 2025, provided that the Commencement Date (as defined therein) has not occurred. As a result of the termination of the Liquid Helium Agreement, and in accordance with the terms of the Promissory Note dated October 25, 2023 issued by us to AirLife, the Company is obligated to pay AirLife a total of $2,382,255.55, representing the Adjusted Advance Amount of $382,255.55 and reimbursement of a $2,000,000 advance, within five (5) days of the date of such termination.
Current report
Odessa Agreement with TCDC
Current report
The fair value of stock options is estimated on the grant date using the Black-Scholes option-pricing model, which incorporates various assumptions, including the expected term of the options, expected stock-price volatility, risk-free interest rate, and expected dividend yield.
Current report
The Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024
Current report
Changes in operating assets and liabilities provided $784,671 of cash for operating activities, primarily reflecting increases in accrued liabilities, excise and withholding tax payables, and prepaid assets, partially offset by decreases in accounts payable of**$**(706,559) and increases in accounts receivable of $(93,713).
Current report
In October 2025, the Company entered into a secured loan agreement with Mr. Joel Solis, who formerly served as a director of the Company and currently owns approximately 4 percent of the Company’s outstanding common stock (See Note 18). Based on Mr. Solis’s prior role as a director and his continuing ownership interest, management has determined that this arrangement qualifies as a related-party transaction under ASC 850-10-20 and has been disclosed in accordance with Item 404(a) of Regulation S-K.
Current report
The Company accounts for stock-based compensation in accordance with ASC 718,Compensation—Stock Compensation. The fair value of stock options is estimated using the Black-Scholes option-pricing model, which requires the use of assumptions and estimates regarding expected volatility, expected term, risk-free interest rate, and dividend yield. The resulting fair value is recognized as compensation expense over the requisite service period, generally the vesting term of the award. For awards of common stock issued to employees, directors, and consultants, the Company measures the cost of these transactions at the fair value of the services received or the fair value of the equity instruments issued, whichever is more reliably measurable.
Current report
On October 16, 2025, the Company provided the Investor with notice of termination of the EPFA, with such termination to be effective October 24, 2025, in accordance with the terms of the EPFA. The Company determined that it is sufficiently capitalized at present and does not expect to sell any additional shares to the Investor. The Company will not incur any termination penalties as a result of its termination of the EPFA.
Removed paragraphs (14)
Previous report
Limited Liability Company Agreement
Previous report
Letter of Intent
Previous report
On February 27, 2025, we issued a press release announcing its intention, along with its joint venture partner, Sharon AI, Inc., to acquire a 200-Acre Site for 250MW Net-Zero AI Data Center in the Permian Basin.
Previous report
Departure of Directors
Previous report
On May 30, 2025, William H. Flores resigned as a member of the Board of 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.
Previous report
On May 28, 2025, Phil Kornbluth resigned as a member of the Board of Directors of the Company with an effective date of May 28, 2025. Mr. Kornbluth’s 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. Mr. Kornbluth indicated that he would make himself available after the Effective Date to provide consulting services, as requested by the Company.
Previous report
Also on May 28, 2025, Stan Boroweic resigned as a member of the Board of Directors of the Company with an effective date of May 28, 2025. Mr. Boroweic’s 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. Boroweic in due course.
Previous report
The Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
Previous report
The Company calculates the fair value of stock-based compensation using various valuation methods. The Company determination on the appropriate valuation method requires the use of estimates to derive the inputs necessary to determine fair value. Costs of these transactions are measured at the fair value of the service received or the fair value of the equity instruments issued, whichever is more reliably measurable.
Previous report
Limited Liability Company Agreement
Previous report
Entry into a Material Definitive Agreement Amendment to Employment Agreement
Previous report
On July 2, 2025, Matheson Tri-Gas, Inc. terminated its Gaseous Helium Agreement with the Company. This termination was a result of the Pecos Slope Plant not commencing operation as of July 1, 2025.
Previous report
On July 2, 2025, the Company’s Board of Directors approved the issuance of 1,213,643 share of common stock and options to purchase 765,000 shares of common stock.
Previous report
As previously reported, New Era Energy & Digital, Inc., a Nevada corporation (“NEW ERA” or the “Company”), and an institutional investor (the “Investor”), entered into that certain Equity Purchase Facility Agreement, dated as of December 6, 2024, as amended and restated by that certain Amended and Restated Equity Purchase Facility Agreement dated as of February 21, 2025 and the Second Amended and Restated Equity Purchase Facility Agreement dated as of May 5, 2025 (the “Existing EPFA”).
Reworded paragraphs (43)
Previous wording
Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “ECD,” “we”, “us”, “our”, and the “Company” are intended to refer to (i) following the Business Combination (as defined below), the business and operations of New Era Energy & Digital, Inc. and its consolidated subsidiaries, and (ii) prior to the Business Combination, New Era Energy & Digital, Inc. (the predecessor entity in existence prior to the consummation of the Business Combination) and its consolidated subsidiary.
Current wording
Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “New Era,” “we”, “us”, “our”, and the “Company” are intended to refer to (i) following the Business Combination (as defined below), the business and operations of New Era Energy & Digital, Inc. and its consolidated subsidiaries, and (ii) prior to the Business Combination, New Era Energy & Digital, Inc. (the predecessor entity in existence prior to the consummation of the Business Combination) and its consolidated subsidiary.
Previous wording
On May 5, 2024, the Company and the Investor entered into amendments to the Promissory Notes (the “Amended Notes”) which, among other things, provides that the Company may elect to defer the principal portion of the monthly payments that are due to the Investor in May 2025 June 2025 or July 2025 until on or before the Maturity Date of the respective Promissory Note in exchange for the payment of a deferral fee (the “Deferral Fee”) equal to 2.0% of the outstanding Principal on each of the Promissory Notes payable monthly until the deferred principal payments are paid in full. The Deferral Fee is payable 50% in cash and 50% as an addition to the outstanding Principal amount on the applicable payment date. If the Company elects to defer the principal portion of the monthly payments that are due to the Investor in May 2025 June 2025 or July 2025, it is still required to make a cash payment for all accrued and unpaid interest outstanding on the principal of the respective Promissory Notes on the applicable due date. The Amended Notes also provide that, if the Company elects to to defer the principal portion of the monthly payments that are due to the Holder in May 2025 June 2025 or July 2025, the Company’s failure to make the required interest payments for such months or to pay the Deferral Fee when due will constitute an Event of Default under the Promissory Notes.
Current wording
On May 5, 2024, the Company and the Investor entered into amendments to the Promissory Notes (the “Amended Notes”) which, among other things, provides that the Company may elect to defer the principal portion of the monthly payments that are due to the Investor in May 2025 June 2025 or July 2025 until on or before the Maturity Date of the respective Promissory Note in exchange for the payment of a deferral fee (the “Deferral Fee”) equal to 2.0% of the outstanding Principal on each of the Promissory Notes payable monthly until the deferred principal payments are paid in full. The Deferral Fee is payable 50% in cash and 50% as an addition to the outstanding Principal amount on the applicable payment date. If the Company elects to defer the principal portion of the monthly payments that are due to the Investor in May 2025 June 2025 or July 2025, it is still required to make a cash payment for all accrued and unpaid interest outstanding on the principal of the respective Promissory Notes on the applicable due date. The Amended Notes also provide that, if the Company elects to defer the principal portion of the monthly payments that are due to the Holder in May 2025 June 2025 or July 2025, the Company’s failure to make the required interest payments for such months or to pay the Deferral Fee when due will constitute an Event of Default under the Promissory Notes.
Previous wording
The Company made a $75,000 contribution to the Joint Venture on April 16, 2025. On July 16, 2025, the Company made an additional contribution of $750,000.
Current wording
The Company made a $75,000 contribution to the Joint Venture on April 16, 2025. On July 16, 2025, the Company made an additional contribution of $750,000. or the period ended September 30, 2025, the Company recognized an equity loss of $68,776, representing its 50% share of the joint venture’s net loss of $137,552. The carrying amount of the investment as of September 30, 2025, was $783,195.
Previous wording
The Company has announced the appointment of three new members of its board of directors to fill vacancies left by recent resignations. Effective June 25, 2025, the new board members include Trent Yang, Peter “P.J.” Lee, and Ondrej Sestak. Mr. Yang will serve as the Audit Committee Chairman and as a Compensation Committee Member, Mr. Lee will serve as an Audit Committee Member and Mr. Sestak will serve as a Compensation Committee Member.
Current wording
The Company has announced the appointment of three new members of its board of directors to fill vacancies left by recent resignations. Effective June 25, 2025, the new board members include Trent Yang, Peter “P.J.” Lee, and Ondrej Sestak. Mr. Yang serves as the Audit Committee Chairman and as a Compensation Committee Member, Mr. Lee serves as an Audit Committee Member and Mr. Sestak serves as a Compensation Committee Member. There were no changes to the composition of the Board of Directors or its committees during the third quarter of 2025.
Previous wording
As previously reported, New Era Energy & Digital, Inc., a Nevada corporation (“NEW ERA” or the “Officer” (the “Company”), and E. Will Gray, II, its Chief Executive Executive”), are parties to that certain Employment Agreement dated as of April 15, 2024 (the “Agreement”). On July 16, 2025, NEW ERA and the Executive entered into an amendment to the Agreement (the “Amendment”) to provide for, among other things, the reimbursement of certain relocation expenses and housing expenses for the Executive.
Current wording
As previously reported, New Era and E. Will Gray, II, its Chief Executive Officer (the “Executive”), are parties to that certain Employment Agreement dated as of April 15, 2024 (the “Agreement”). On July 16, 2025, New Era and the Executive entered into an amendment to the Agreement (the “Amendment”) to provide for, among other things, the reimbursement of certain relocation expenses and housing expenses for the Executive.
Previous wording
On July 17, 2025, Texas Critical Data Centers LLC (“TCDC”), a joint venture between New Era Energy & Digital, Inc. (“NEW ERA” or the “Company”), and Sharon AI, Inc., executed a purchase agreement (the “Agreement”) with Odessa Industrial Development Corporation d/b/a Grow Odessa, a Texas nonprofit corporation, with respect to the purchase by TCDC of approximately 235 acres in Ector County, Texas for a 250MW AI and HPC data center campus planned by TCDC. The closing of the transaction occurred on July 25, 2025. On August 13, 2025, the Company changed its name from New Era Helium, Inc. to New Era Energy & Digital, Inc. In addition, the Company also changed its trading symbol for common stock from NEHC to NUAI and for warrants from NHECW to NUAIW.
Current wording
On July 17, 2025, Texas Critical Data Centers LLC (“TCDC”), a joint venture between New Era and Sharon AI, Inc., executed a purchase agreement (the “Agreement”) with Odessa Industrial Development Corporation d/b/a Grow Odessa, a Texas nonprofit corporation, with respect to the purchase by TCDC of approximately 235 acres in Ector County, Texas for a 250MW AI and HPC data center campus planned by TCDC. The closing of the transaction occurred on July 25, 2025.
Previous wording
The Company reviews its deferred tax assets for recoverability and establishes a valuation allowance based on projected future taxable income, applicable tax strategies and the expected timing of the reversals of existing temporary differences. A valuation allowance is provided when it is more likely than not (likelihood of greater than 50 percent) that some portion or all the deferred tax assets will not be realized. The Company recorded a valuation allowance as of $4,248,911 and $2,487,466 for the six months ended June 30, 2025 and the year ended December 31, 2024, respectively.
Current wording
The Company reviews its deferred tax assets for recoverability and establishes a valuation allowance based on projected future taxable income, applicable tax strategies and the expected timing of the reversals of existing temporary differences. A valuation allowance is provided when it is more likely than not (likelihood of greater than 50 percent) that some portion or all the deferred tax assets will not be realized. The Company recorded a valuation allowance as of $5,811,121 and 2,487,466 for the nine months ended September 30, 2025 and the year ended December 31, 2024, respectively.
Previous wording
The Company accounts for its stock-based compensation awards in accordance with Accounting Standards Codification (“ASC”) Topic 718, Compensation-Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees and non-employees including grants of stock options, to be recognized as expense in the statements of operations based on their grant date fair values. The Company periodically issues common stock and common stock options to consultants for various services. Costs of these transactions are measured at the fair value of the service received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete.
Current wording
The Company periodically issues common stock and common stock options to employees, directors, and consultants for various services. Costs of these transactions are measured at the fair value of the service received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached, or (ii) the date at which the counterparty’s performance is complete.
Previous wording
To provide readers with meaningful comparisons, the following analysis provides comparisons of the financial results for the three months and six months ended June 30, 2025 and 2024. We analyze and explain the differences between periods in the specific line items of the Consolidated Statements of Operations and Comprehensive (Loss) Income.
Current wording
To provide readers with meaningful comparisons, the following analysis provides comparisons of the financial results for the three months and nine months ended September 30, 2025 and 2024. We analyze and explain the differences between periods in the specific line items of the Consolidated Statements of Operations and Comprehensive (Loss) Income.
Previous wording
Natural Gas represented 69.6% of the revenue for the three months ended June 30, 2025, compared to (109.4) % for the three months ended June 30, 2024, and increased $167,830 for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The primary drivers of the revenue increase for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 was a $165,000 increase related to a $0.71 per mcf increase in gas prices net of processing and transportation.
Current wording
Natural Gas represented 65.4% of the revenue for the three months ended September 30, 2025, compared to (54.9)% for the three months ended September 30, 2024, and increased $123,518 for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The primary drivers of the revenue increase for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was a $132,000 increase related to a $0.53 per mcf increase in gas prices net of processing and transportation.
Previous wording
NGLs represented 30.4% of the revenue for the three months ended June 30, 2025, compared to 361.3% for the three months ended June 30, 2024, and decreased $10,055 for the three months ended June 30, 2025, as compared to three months ended June 30, 2024. The primary driver of the revenue decrease for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 was a $22,000 decrease related to a $17.58 per Bbl decrease in NGL prices, partially offset by a $12,000 increase related to a 180 Bbl increase in NGL volumes.
Current wording
NGLs represented 34.6% of the revenue for the three months ended September 30, 2025, compared to 150.9% for the three months ended September 30, 2024, and decreased $2,172 for the three months ended September 30, 2025, as compared to three months ended September 30, 2024. The primary driver of the revenue decrease for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was a $8,000 increase related to a $8.28 per Bbl decrease in NGL prices, partially offset by a $6,000 decrease related to a 137 Bbl decrease in NGL volumes.
Previous wording
No revenue was generated from Oil for the three months ended June 30, 2025, compared to (151.9) % for the three months ended June 30, 2024, and increased $30,962 for the three months ended June 30, 2025, as compared to three months ended June 30, 2024. The primary driver of the revenue increase for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 was the sale of the Company’s oil properties during 2024.
Current wording
No revenue was generated from Oil for the three months ended September 30, 2025, compared to 4.0% for the three months ended September 30, 2024, and decreased $1,422 for the three months ended September 30, 2025, as compared to three months ended September 30, 2024. The primary driver of the revenue increase for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was the sale of the Company’s oil properties during 2024.
Previous wording
The Company experienced an overall increase in operating expenses of $549,284 for the three months ended June 30, 2025, compared to the three months ended June 30, 2024.
Current wording
The Company experienced an overall increase in operating expenses of $2,929,862 for the three months ended September 30, 2025, compared to the three months ended September 30, 2024.
Previous wording
For the three months ended June 30, 2025, lease operating expenses increased $83,017, as compared to the three months ended June 30, 2024. This increase was primarily attributable to a $60,000 increase related to amortization during 2025 of a standby retainer, consulting, and services agreement and a $59,000 increase related to an increase in field location work.
Current wording
For the three months ended September 30, 2025, lease operating expenses increased $155,220, as compared to the three months ended September 30, 2024. This increase was primarily attributable to a $98,000 increase in severance tax expense primarily related to an audit of severance taxes reported in 2020 – 2022 and associated adjustments related to the findings. increase related to an increase in field location work.
Previous wording
General and administrative expenses increased $489,398 during the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The primary drivers for the increase was a $242,000 increase in Directors and Officers Insurance Costs, a $141,500 increase in public company related filing costs, a $102,500 increase in employee compensation and benefit costs, a $97,000 increase in board member compensation, and a $72,000 increase in advertising and marketing costs, partially offset by $166,000 decrease related to an assignment of certain properties located in Chaves County, New Mexico as compensation expense.
Current wording
General and administrative expenses increased $2,752,258 during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The primary drivers for the increase was a $779,000 increase in legal expense primarily related to registration of additional securities and other public company related filings, a $585,000 increase related to stock compensation issued to Board members and other contractors, a $332,000 increase in consulting, employee compensation and benefit costs, a $293,000 increase in public relations, advertising and marketing costs, a $244,000 increase in Directors and Officers Insurance Costs, a $203,000 increase in Nasdaq related costs, a $74,000 increase in board member compensation.
Previous wording
For the three months ended June 30, 2025, depletion, depreciation, amortization and accretion expense decreased $23,131, as compared to the three months ended June 30, 2024. This decrease was primarily due to a $39,000 decrease in depletion expense related to lower sales volumes and a decrease in the depletion rates, partially offset by a $14,000 increase in accretion expense associated with Asset Retirement Obligations.
Current wording
For the three months ended September 30, 2025, depletion, depreciation, amortization and accretion expense decreased $42,384, as compared to the three months ended September 30, 2024. This decrease was primarily due to a $58,000 increase in depletion expense related to higher sales volumes and a $14,000 increase in accretion expense associated with Asset Retirement Obligations, partially offset by a $28,000 decrease in depletion expense related to a lower depletion rate.
Previous wording
For the three months ended June 30, 2025, interest income increased $2,874, as compared to the three months ended June 30, 2024, primarily due to an increase on interest earned on certificates of deposit.
Current wording
For the three months ended September 30, 2025, interest income increased $120, as compared to the three months ended September 30, 2024, primarily due to an increase on interest earned on certificates of deposit.
Previous wording
For the three months ended June 30, 2025, interest expense increased $1,515,986, as compared to the three months ended June 30, 2024, primarily due to $1,436,502 increase related to amortization of the debt discount and debt issuance costs, and a $78,000 increase in interest expense related to excise and withholding taxes, partially offset by a $14,000 decrease in interest expense related to the Beaufort Acquisitions note and a $21,000 decrease related to interest expense associated with the Bridge Financing Debentures. Both the Beaufort Acquisition note and the Bridge Financing Debentures were paid off in December 2024.
Current wording
For the three months ended September 30, 2025, interest expense increased $1,702,318, as compared to the three months ended September 30, 2024, primarily due to a $1,735,000 increase related to the convertible note interest, deferral fees and amortization of the debt discount and debt issuance costs, and a $41,000 increase in interest expense related to excise and withholding taxes, partially offset by a $63,000 decrease related to interest expense associated with the Bridge Financing Debentures, and a $17,000 decrease in interest expense related to the Beaufort Acquisitions note and. Both the Beaufort Acquisition note and the Bridge Financing Debentures were paid off in December 2024.
Previous wording
For the three months ended June 30, 2025, change in the fair value of the derivative asset increased $156,659, as compared to the three months ended June 30, 2024, and change in fair value of derivative liabilities increased $99,274 as compared to the three months ended June 30, 2024.
Current wording
For the three months ended September 30, 2025, change in the fair value of the derivative asset decreased $151,257, as compared to the three months ended September 30, 2024, and change in fair value of derivative liabilities decreased $456,483 as compared to the three months ended September 30, 2024.
Previous wording
For the three months ended June 30, 2025, other income (expense) decreased $361,341 as compared to the three months ended June 30, 2024, primarily due to a $294,000 increase in penalties associated with late payment on excise and withholding tax, and a $67,000 decrease in fees to operate properties charged to the purchaser of certain properties, previously owned by the Company, located in Chaves County, NM that were sold effective July 2023.
Current wording
For the three months ended September 30, 2025, other income (expense) decreased $66,972 as compared to the three months ended September 30, 2024, primarily due to a $67,000 decrease in fees to operate properties charged to the purchaser of certain properties, previously owned by the Company, located in Chaves County, NM that were sold effective July 2023.
Previous wording
Natural Gas represented 79.5 % of the revenue for the six months ended June 30, 2025, compared to 53.0% for the six months ended June 30, 2024, and increased $240,294 for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The primary drivers of the revenue increase for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was a $266,000 increase related to a $0.62 per mcf increase in gas prices net of processing and transportation, partially offset by a $26,000 decrease related to a 68 MMcf decrease in gas volumes.
Current wording
Natural Gas represented 76.2 % of the revenue for the nine months ended September 30, 2025, compared to 43.1% for the nine months ended September 30, 2024, and increased $363,811 for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The primary drivers of the revenue increase for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was a $362,000 increase related to a $0.54 per mcf increase in gas prices net of processing and transportation.
Previous wording
NGLs represented 20.5% of the revenue for the six months ended June 30, 2025, compared to 40% for the six months ended June 30, 2024, and decreased $29,713 for the six months ended June 30, 2025, as compared to six months ended June 30, 2024. The primary driver of the revenue decrease for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was a $25,000 decrease related to a $12.31 per Bbl decrease in NGL prices, and a $5,000 decrease related to a 68 Bbl decrease in NGL volumes.
Current wording
NGLs represented 23.8% of the revenue for the nine months ended September 30, 2025, compared to 50.1% for the nine months ended September 30, 2024, and decreased $27,540 for the nine months ended September 30, 2025, as compared to nine months ended September 30, 2024. The primary driver of the revenue decrease for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was a $15,000 decrease related to a $5.04 per Bbl decrease in NGL prices, and a $12,000 decrease related to a 205 Bbl decrease in NGL volumes.
Previous wording
No revenue was generated from Oil for the six months ended June 30, 2025, compared to 7.0% for the six months ended June 30, 2024, and decreased $24,600 for the six months ended June 30, 2025, as compared to six months ended June 30, 2024. The primary driver of the revenue decrease for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was the sale of the Company’s oil properties during 2024.
Current wording
No revenue was generated from Oil for the nine months ended September 30, 2025, compared to 6.8% for the nine months ended September 30, 2024, and decreased $26,022 for the nine months ended September 30, 2025, as compared to nine months ended September 30, 2024. The primary driver of the revenue decrease for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was the sale of the Company’s oil properties during 2024.
Previous wording
The Company experienced an overall increase in operating expenses of $1,452,160 for the six months ended June 30, 2025, compared to the six months ended June 30, 2024.
Current wording
The Company experienced an overall increase in operating expenses of $4,402,022 for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.
Previous wording
For the six months ended June 30, 2025, lease operating expenses decreased $160,062, as compared to the six months ended June 30, 2024. This decrease was primarily attributable to a $213,000 decrease in location, workover and repair costs, partially offset by a $120,000 increase related to amortization during 2025 of a standby retainer, consulting, and services agreement.
Current wording
For the nine months ended September 30, 2025, lease operating expenses decreased $4,842, as compared to the nine months ended September 30, 2024. This decrease was primarily attributable to a $274,000 decrease in location, workover and repair costs, partially offset by a $180,000 increase related to amortization during 2025 of a standby retainer, consulting, and services agreement, and a $98,000 increase in severance tax expense primarily related to an audit of severance taxes reported in 2020 – 2022 and associated adjustments related to the findings .
Previous wording
General and administrative expenses increased $1,680,988 during the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The primary drivers for the increase was $595,000 increase in public relations and marketing cost, a $483,000 increase in Directors and Officers Insurance Costs, a $246,000 increase in employee compensation and benefit costs, a $176,500 increase in public company related filing costs and exchange fee, a $160,000 increase related to board member compensation, and $151,000 increase in audit related costs, partially offset by $166,000 decrease related to an assignment of certain properties located in Chaves County, New Mexico as compensation expense.
Current wording
General and administrative expenses increased $4,433,247 during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The primary drivers for the increase was $875,000 increase in consulting, employee compensation and benefit costs, an $834,000 increase in public relations, advertising and marketing costs, a $726,000 increase in legal expense primarily related to registration of additional securities and other public company related filings, a $726,000 increase in Directors and Officers Insurance Costs, a $585,000 increase related to stock compensation issued to Board members and other contractors, a $238,000 increase in Nasdaq related costs, a $204,000 increase in board member compensation, and, partially offset by $166,000 decrease related to an assignment of certain properties located in Chaves County, New Mexico as compensation expense.
Previous wording
For the six months ended June 30, 2025, depletion, depreciation, amortization and accretion expense decreased $68,766, as compared to the six months ended June 30, 2024. This decrease was primarily due to a $95,999 decrease in depletion expense related to lower sales volumes and a decrease in the depletion rates, partially offset by a $19,347 increase in accretion expense associated with Asset Retirement Obligations.
Current wording
For the nine months ended September 30, 2025, depletion, depreciation, amortization and accretion expense decreased $26,383, as compared to the nine months ended September 30, 2024. This decrease was primarily due to a $67,000 decrease in depletion expense related to lower sales volumes and a decrease in the depletion rates, a $14,000 decrease in debt amortization costs, partially offset by a $42,000 increase in accretion expense associated with Asset Retirement Obligations, and a $13,000 increase in depreciation expense associated with the purchase of equipment during 2025.
Previous wording
For the six months ended June 30, 2025, interest income increased $1,660, as compared to the six months ended June 30, 2024, primarily due to interest earned on certificates of deposit.
Current wording
For the nine months ended September 30, 2025, interest income increased $1,540, as compared to the nine months ended September 30, 2024, primarily due to interest earned on certificates of deposit.
Previous wording
For the six months ended June 30, 2025, interest expense increased $2,818,286 as compared to the six months ended June 30, 2024, primarily due to $2,344,697 increase related to amortization of the debt discount and debt issuance costs and interest associated with note, and a $78,000 increase in interest expense related to excise and withholding taxes, partially offset by a $29,000 decrease in interest expense related to the Beaufort Acquisitions note and a $27,000 decrease related to interest expense associated with the Bridge Financing Debentures. Both the Beaufort Acquisition note and the Bridge Financing Debentures were paid off in December 2024.
Current wording
For the nine months ended September 30, 2025, interest expense increased $4,520,604 as compared to the nine months ended September 30, 2024, primarily due to $4,524,000 increase related to the convertible note interest, deferral fees and amortization of the debt discount and debt issuance costs,, and a $119,000 increase in interest expense related to excise and withholding taxes, partially offset by a $46,000 decrease in interest expense related to the Beaufort Acquisitions note and a $89,000 decrease related to interest expense associated with the Bridge Financing Debentures. Both the Beaufort Acquisition note and the Bridge Financing Debentures were paid off in December 2024.
Previous wording
For the six months ended June 30, 2025, change in the fair value of the derivative asset increased $141,256, as compared to the six months ended June 30, 2024, and change in fair value of derivative liabilities increased $91,703 as compared to the six months ended June 30, 2024.
Current wording
For the nine months ended September 30, 2025, change in the fair value of the derivative asset decreased $10,001, as compared to the nine months ended September 30, 2024, and change in fair value of derivative liabilities decreased $548,186 as compared to the nine months ended September 30, 2024.
Previous wording
For the six months ended June 30, 2025, other expense increased $428,139 to an expense of $294,542 from other income of $133,597 as compared to the six months ended June 30, 2024, primarily due to penalties for withholding and excise tax of $295,000 recorded for the six month ended June 30, 2025, and a $134,000 decrease in fees to operate properties charged to the purchaser of certain properties, previously owned by the Company, located in Chaves County, NM that were sold effective July 2023.
Current wording
For the nine months ended September 30, 2025, other expense increased $495,111 to an expense of $294,715 from other income of $200,396 as compared to the nine months ended September 30, 2024, primarily due to penalties for withholding and excise tax of $293,000 recorded for the nine month ended September 30, 2025, and a $200,000 decrease in fees to operate properties charged to the purchaser of certain properties, previously owned by the Company, located in Chaves County, NM that were sold effective July 2023.
Previous wording
We had a cash balance of $5,199,825 as of June 30, 2025. We also had a working capital deficit of $3,384,529 as of June 30, 2025.
Current wording
We had a cash balance of $14,164,499 as of September 30, 2025. We also had a working capital of $8,944,481 as of September 30, 2025.
Previous wording
Cash flows for the six months ended June 30, 2025 and 2024
Current wording
Cash flows for the nine months ended September 30, 2025 and 2024
Previous wording
Operating activities used cash of $4,679,487 for the six months ended June 30, 2025. Net loss of $6,926,260 was affected by depletion, depreciation, amortization, and accretion of $430,427, amortization of debt discount of $2,344,697 and accrued interest on note payable and other liabilities of $86,330, offset by change in fair value of derivative asset of $141,256, change in fair value of derivative liability of $91,703 and interest income on investments and notes receivable of $26,328. Changes in operating assets and liabilities used $355,394 of cash for operating activities.
Current wording
Operating activities used cash of (7,181,185) for the nine months ended September 30, 2025. Net loss of $12,709,433 was affected by depletion, depreciation, amortization, and accretion of 666,523, amortization of debt discount of 3,645,397, stock-based compensation of 810,673 and accrued interest on note payable and other current liabilities of $131,491. These non-cash charges were partially offset by a $10,001 change in the fair value of derivative assets, a**$(548,186) change in the fair value of derivative liabilities, and$**(39,127) of interest income on investments and notes receivable.
Previous wording
Operating activities used cash of $1,070,183 for the six months ended June 30, 2024. Net loss of $1,948,791 was affected by depletion, depreciation, amortization, and accretion of $499,194, accrued interest on note payable and other current liabilities of $101,953, offset by deferred tax benefit of $699,484, and interest income on investments and notes receivable of $24,669. Changes in operating assets and liabilities used $835,165 of cash for operating activities.
Current wording
Operating activities used cash of $(2,369,251) for the nine months ended September 30, 2024. Net loss of $(3,026,033) was affected by depletion, depreciation, amortization, and accretion of $692,906, and accrued interest on note payable and other current liabilities of $210,990, offset by a deferred income tax benefit of $(1,048,832) and interest income on investments and notes receivable of $(37,587). Changes in operating assets and liabilities primarily reflected decreases in accounts payable and increases in prepaid and other current assets, partially offset by increases in accrued liabilities and amounts due to related parties.
Previous wording
Investing activities used cash of $877,546 for the six months ended June 30, 2025, related to the purchase of property, plant and equipment of $802,546 and investment in joint venture of $75,000.
Current wording
Investing activities used cash of (2,141,047) for the nine months ended September 30, 2025, related to the purchase of property, plant and equipment of (1,291,047) and investment in joint venture of (850,000).
Previous wording
Investing activities used cash of $200,000 for the six months ended June 30, 2024, related to the purchasing of property, plant and equipment and the purchase of oil and natural gas properties.
Current wording
Investing activities used cash of (305,538) for the nine months ended September 30, 2024, related to the purchasing of property, plant and equipment and the purchase of oil and natural gas properties.
Previous wording
Financing activities provided cash of $9,703,114 for the six months ended June 30, 2025, related to proceeds from the convertible note of $2,790,000 and issuance of common stock of $8,413,964 offset by repayment on the convertible notes of $1,416,667 and debt issuance costs of $84,183.
Current wording
Financing activities provided cash of 22,432,987 for the nine months ended September 30, 2025, related to proceeds from the convertible note of 2,790,000 and issuance of common stock of 22,227,170 offset by repayment on the convertible notes of (2,500,000)and debt issuance costs of (84,183).
Previous wording
Financing activities provided cash of $1,179,028 for the six months ended June 30, 2024, related to the proceeds from note payable of $1,089,528, proceeds from related party of $77,500 and the issuance of common stock of $12,000.
Current wording
Financing activities provided cash of 2,964,029for the nine months ended September 30, 2024, related to the proceeds from note payable of 3,169,529, proceeds from related party of 227,500, repayments of related party of (445,000) and the issuance of common stock of 12,000.
Previous wording
As of June 30, 2025, the Company had $10,583,333 in outstanding loans and financing, excluding accounts payable and accrued interest. The following is a description of our material indebtedness.
Current wording
As of September 30, 2025, the Company had 3,777,618 in outstanding loans and financing, excluding accounts payable and accrued interest. The following is a description of our material indebtedness.
Showing the first 40 of 43 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
The Company accounts for its stock-based compensation awards in accordance with Accounting Standards Codification (“ASC”) Topic 718,Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees and non-employees, including grants of stock options, to be recognized as expense in the statements of operations based on their grant-date fair values.