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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
July 16, 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
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
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 1.01 Entry into a Material Definitive Agreement
Amendment to Employment Agreement
As previously reported, New Era Helium Inc., a Nevada corporation (“NEH” or the “Company”), 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, NEH 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.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Amendment to Employment Agreement, dated July 16, 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: July 18, 2025
| NEW ERA HELIUM INC. | ||
| By: | /s/ E. Will Gray II | |
| Name: | E. Will Gray II | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this “Amendment”), dated as of July 16th, 2025, is by and between New Era Helium Corp., a Nevada Corporation (the “Company”), and E. Will Gray II (“the Executive” and, together with the Company, the “Parties” and, individually, a “Party”).
WHEREAS, the Parties entered into a certain Employment Agreement dated as of April 15, 2024 (the “Employment Agreement”), pursuant to which the Executive was employed by the Company as its Chief Executive Officer;
WHEREAS, because the Executive currently commutes between Texas and California and the Company is headquartered in Texas, the Executive will need to relocate to Texas full time to efficiently and successfully manage the Company;
WHEREAS, pursuant to Section 24 of the Employment Agreement, the Parties desire to amend certain compensation and benefits provisions of the Employment Agreement to address the Executive’s relocation, on the terms and subject to the conditions set forth in this Amendment; and
WHEREAS, capitalized terms otherwise defined herein shall have the same meaning given them in the Employment Agreement.
NOW, THEREFORE, in consideration of the premises and mutual promises herein made, and in consideration of the representations, warranties and covenants contained herein, each Party agrees as follows:
1. Amendment to Section 4. Section 4 of the Employment Agreement is hereby amended to add the following provisions:
(h) Relocation Expenses. The Company shall pay, or reimburse, the Executive for all reasonable relocation-related expenses, including (i) moving expenses (packing, shipping, and unpacking),
(ii) travel expenses for the Executive [and family], (iii) temporary housing costs, up to a total of $30,000, less all applicable taxes and withholdings. This amount can be paid in one lump sum [If the Executive voluntarily resigns or is terminated by the Company for Cause within one year of the relocation, the Executive will be required to repay [50%] of the relocation expenses.]. Any travel expenses submitted after July 31 by Executive for the purpose of commuting between Texas and California will no longer be honored by the Company.
(i) Housing Stipend. The Company shall provide the Executive with a monthly housing stipend of $3,950, effective August 1, 2025, to assist with housing expenses (such as rent, utilities, and other related housing costs) during the Executive's residence in Texas. This stipend shall be paid on a monthly basis, subject to applicable payroll deductions and withholdings. The Company reserves the right to review and adjust the stipend amount based on local housing market conditions and the Executive's specific housing needs.
Except as specifically specified in this Amendment, the Employment Agreement shall in all other respects remain unmodified and shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment has been executed by the Parties as of the date first set forth above.
| NEW ERA HELIUM CORP. | ||
| By: | /s/ Ondrej Sestak | |
| Name: | Ondrej Sestak | |
| Title: | NEHC Chairman of Compensation Committee | |
| EXECUTIVE | |
| /s/ E. Will Gray II |
[Signature Page to Amendment to Employment Agreement]