New Era Energy & Digital Announces Pricing of $100 Million Public Offering of Common Stock

New Era Energy & Digital (NASDAQ: NUAI) priced an underwritten public offering of 29,850,746 shares at $3.35 per share, generating approximately $100 million in gross proceeds before fees.

Rhea-AI Summary

New Era Energy & Digital (NASDAQ: NUAI) priced an underwritten public offering of 29,850,746 shares at $3.35 per share, generating approximately $100 million in gross proceeds before fees. The offering includes a 30-day option for 4,477,611 additional shares.

The company intends to use net proceeds to repay all outstanding borrowings under a senior secured convertible promissory note payable to SharonAI and apply any remainder for general corporate purposes. The offering is expected to close on April 10, 2026, subject to customary closing conditions.

Positive

• $100M gross proceeds from the offering
• Proceeds earmarked to repay senior secured convertible note
• Underwriter support with lead book-runner Northland Capital Markets

Negative

• Issuance of 29,850,746 shares may cause meaningful shareholder dilution
• Proceeds primarily used for debt repayment, not growth investments

Argus Apr 9 session

+6.04% close to close Open Argus

Details

News Market Reaction – NUAI

In the Apr 9 session, NUAI gained 6.04%, reflecting a notable positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved +6.0% in the session following this news. A strong positive reaction would align wit...

Analysis

The stock moved +6.0% in the session following this news. A strong positive reaction would align with the stock’s history of sharp moves around financing and strategic announcements. The deal prices at $3.35 versus a prior close near $4.14, expanding the share count via 29,850,746 new shares plus an underwriters’ option. Even if proceeds retire the SharonAI convertible note, investors would need to weigh dilution, past volatility around capital raises, and the existing resale shelf when judging sustainability.

Key Figures

Offering size: $100 million Offering price: $3.35 per share Primary shares: 29,850,746 shares +5 more

Offering size

$100 million

Gross proceeds from underwritten public common stock offering

Offering price

$3.35 per share

Price to public for 29,850,746 new common shares

Primary shares

29,850,746 shares

Common stock issued in the underwritten public offering

Underwriters’ option shares

4,477,611 shares

30-day option for additional common stock at the offering price

Option period

30 days

Underwriters’ option to purchase additional shares

Registration file number

File No. 333-292892

Effective Form S-3 shelf used for the offering

Shelf filing date

January 23, 2026

Date Form S-3 registration statement was filed with SEC

Effective date

January 30, 2026

Date Form S-3 registration statement was declared effective

Historical Context

5 past events · Latest: Apr 01

5 events

1. Apr 01

   TCDC JV partnership

   24h Move

   +5.9%

   Non-binding JV LOI for large-scale TCDC campus with institutional backing.

2. Mar 16

   CFO appointment

   24h Move

   +7.5%

   New CFO hire with sizable RSU and PSU inducement grants tied to milestones.

3. Mar 11

   Annual report filing

   24h Move

   -6.5%

   Form 10-K filing and upcoming business update call on strategic priorities.

4. Feb 27

   Generation plan

   24h Move

   -7.1%

   Announcement of 450 MW behind-the-meter generation plan for TCDC project.

5. Feb 26

   Land corridor LOI

   24h Move

   +0.6%

   LOI to acquire 54 acres to consolidate corridor for TCDC infrastructure.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

underwritten public offering, shelf registration statement, form s-3, senior secured convertible promissory note, +3 more

7 terms

underwritten public offering financial

"today announced the pricing of its previously announced underwritten public offering of 29,850,746 shares"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

shelf registration statement regulatory

"pursuant to an effective shelf registration statement on Form S-3 (the “Registration Statement”)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"pursuant to an effective shelf registration statement on Form S-3 (the “Registration Statement”)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

senior secured convertible promissory note financial

"repay all outstanding borrowings under a senior secured convertible promissory note payable to SharonAI, Inc."

A senior secured convertible promissory note is a formal IOU a company issues that is backed by specific assets (secured), given higher priority for repayment than other debts (senior), and can be exchanged for company shares instead of cash (convertible). For investors this means the loan is safer than unsecured debt because it has collateral and repayment priority, but it also carries the potential for dilution if the lender converts the note into equity — like holding a mortgage-backed IOU that can later be swapped for ownership stakes.

book-running manager financial

"Northland Capital Markets is serving as lead book-running manager for the offering."

A book-running manager is the lead organizer responsible for coordinating a large financial sale, such as issuing new stocks or bonds. They oversee preparing all necessary documents, setting the sale’s price, and finding buyers, much like a concert promoter arranging a major event. Their role matters to investors because they help ensure the offering is successfully sold at the best possible terms.

prospectus supplement regulatory

"by means of a prospectus and a final prospectus supplement that meet the requirements"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

registration statement regulatory

"The offering is being conducted pursuant to the Registration Statement (File No. 333-292892)"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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MIDLAND, Texas, April 09, 2026 (GLOBE NEWSWIRE) -- New Era Energy & Digital, Inc. (“New Era” or the “Company”) (NASDAQ: NUAI) today announced the pricing of its previously announced underwritten public offering of 29,850,746 shares of its common stock, par value $0.0001 per share (“Common Stock”), at a price to the public of $3.35 per share, resulting in gross proceeds to the Company of approximately $100 million, before deducting the underwriters’ discount and commissions and estimated offering fees and expenses, pursuant to an effective shelf registration statement on Form S-3 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”).

The Company intends to use the net proceeds it receives from the offering to repay all outstanding borrowings under a senior secured convertible promissory note payable to SharonAI, Inc. and the remainder, if any, for general corporate purposes.

The Company has granted the underwriters a 30-day option to purchase up to an additional 4,477,611 shares of Common Stock at the public offering price, less the underwriting discounts and commissions.

Northland Capital Markets is serving as lead book-running manager for the offering. Texas Capital Securities is acting as book-running manager for the offering. The offering is expected to close on April 10, 2026, subject to customary closing conditions.

The offering is being made only by means of a prospectus and a final prospectus supplement that meet the requirements under the Securities Act of 1933, as amended. Copies of the final prospectus supplement and accompanying base prospectus relating to the offering may be obtained from: Northland Securities, Inc., 150 South Fifth Street, Suite 3300, Minneapolis, MN, Attention: Heidi Fletcher, by telephone at (612) 851-4918 or by accessing the SEC’s website at www.sec.gov.

The offering is being conducted pursuant to the Registration Statement (File No. 333-292892), which was filed on January 23, 2026, and declared effective by the SEC on January 30, 2026, and corresponding prospectus. A preliminary prospectus supplement thereto has been filed with the SEC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the shares of Common Stock or any other securities, nor shall there be any sale of such shares of Common Stock or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About New Era Energy & Digital, Inc.

New Era is a developer and operator of next-generation digital infrastructure and integrated power assets.

Contacts:

New Era Energy & Digital, Inc. Investor and Media Contact:

OG Advisory Group
Lincoln Tan
nuai@orangegroupadvisors.com

Forward-Looking Statements

This press release contains “forward-looking statements.” Forward-looking statements reflect the current view about future events. When used in this press release, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements include, but are not limited to, statements contained in this press release relating to the offering and the use of proceeds therefrom. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, the risks contained in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NUAI announce about its April 2026 public offering?

NUAI priced an underwritten offering of 29,850,746 shares at $3.35 per share. According to the company, the sale generates approximately $100 million in gross proceeds before fees and includes a 30-day option for 4,477,611 additional shares.

How will NUAI use the net proceeds from the $100 million offering?

The company intends to repay outstanding borrowings under a senior secured convertible promissory note. According to the company, any remaining funds will be used for general corporate purposes rather than specific capital projects.

When is the NUAI offering expected to close and who are the managers?

The offering is expected to close on April 10, 2026, subject to customary conditions. According to the company, Northland Capital Markets leads as book-running manager and Texas Capital Securities is acting as book-running manager.

What is the size of the underwriters' option in the NUAI offering?

Underwriters have a 30-day option to buy up to 4,477,611 additional shares at the public offering price. According to the company, that option is exercisable to cover over-allotments and increases total potential proceeds.

Where can investors obtain the NUAI prospectus and offering documents?

Copies of the final prospectus supplement and base prospectus are available from Northland Securities or the SEC website. According to the company, documents can be requested from Northland or accessed via www.sec.gov using the registration file number.