New Era Energy (NASDAQ: NUAI) prices $100M stock sale to repay debt
Rhea-AI Filing Summary
New Era Energy & Digital, Inc. has priced an underwritten public offering of 29,850,746 shares of common stock at $3.35 per share, for gross proceeds of about $100 million before fees. The company expects net proceeds of approximately $93.4 million, which it plans to use primarily to repay a senior secured convertible promissory note held by SharonAI, Inc. and, if any funds remain, for general corporate purposes.
The note was part of the consideration for a prior acquisition, carries 10% annual interest, and matures on June 30, 2026. Underwriters have a 30‑day option to purchase up to an additional 4,477,611 shares, and the company agreed to a 90‑day lock‑up on additional share sales, subject to exceptions.
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Insights
NUAI raises equity to retire costly convertible debt, trading dilution for lower balance-sheet risk.
New Era Energy & Digital is issuing 29,850,746 new shares at $3.35, generating roughly $100 million in gross proceeds. Management expects about $93.4 million in net proceeds, with the primary goal of repaying its senior secured convertible note payable to SharonAI, Inc..
The note, part of earlier acquisition consideration, bears 10% annual interest and matures on June 30, 2026, so retiring it can reduce interest expense and remove a secured, convertible overhang. However, issuing nearly 30 million new shares increases the equity base, so existing holders absorb dilution.
The deal structure is conventional: an underwritten public offering off an effective shelf, a 30‑day option for underwriters to buy up to 4,477,611 additional shares, and a 90‑day lock‑up on further company share sales, subject to exceptions. Overall impact balances leverage reduction against dilution, without explicit guidance here on post‑transaction share count or leverage metrics.
8-K Event Classification
Key Figures
Key Terms
underwritten public offering financial
shelf registration statement regulatory
senior secured convertible promissory note financial
prospectus supplement regulatory
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01 Regulation FD Disclosure.
On April 9, 2026, New Era Energy & Digital, Inc. (the “Company”) issued a press release announcing the pricing of an 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, pursuant to a registration statement on Form S-3 (File No. 333-292892) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 23, 2026 and declared effective on January 30, 2026, including the prospectus forming a part of the Registration Statement, and a preliminary prospectus supplement, which was filed with the Commission on April 8, 2026. A copy of the press release announcing the pricing of the Offering (as defined below) is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific referencing in such filing.
Item 8.01 Other Events.
On April 9, 2026, the Company and Northland Securities, Inc., as representative of the several underwriters named in Schedule I thereto (collectively, the “Underwriters”), entered into an underwriting agreement (the “Underwriting Agreement”), pursuant to which the Company agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Company, subject to and upon the terms and conditions set forth therein, 29,850,746 shares of Common Stock (the “Offering”) at the public offering price less underwriting discounts and commissions.
The material terms of the Offering are described in the prospectus supplement, dated April 9, 2026 (the “Prospectus”), to be filed by the Company with the Commission on or around April 9, 2026, pursuant to Rule 424(b) under the Securities Act.
As described in the Prospectus, the Company expects to receive net proceeds from the Offering of approximately $93.4 million and intends to use the net proceeds of the Offering to repay all outstanding borrowings under its senior secured convertible promissory note (the “Convertible Note”) with SharonAI, Inc. (“SharonAI”) and the remainder, if any, for general corporate purposes. The Convertible Note was incurred as part of the acquisition consideration under the previously announced Membership Interest Purchase Agreement, dated as of January 16, 2026, with SharonAI and matures on June 30, 2026 and has an interest rate of 10% per annum.
Further, pursuant to the Underwriting Agreement, the Company has granted the Underwriters a 30-day option to purchase, at the public offering price less underwriting discounts, up to 4,477,611 additional shares of Common Stock and has agreed not to sell, transfer or otherwise dispose of any shares of Common Stock for a period beginning from the date of the Underwriting Agreement and ending 90 days after the date of the Underwriting Agreement without first obtaining the written consent of the Underwriters, subject to certain exceptions.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriters may be required to make because of any of those liabilities.
The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference.
A copy of the legal opinion of Anthony, Linder & Cacomanolis, PLLC relating to the validity of the issuance and sale of the Common Stock in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| EXHIBIT | DESCRIPTION | |
| 1.1 | Underwriting Agreement, dated as of April 9, 2026, by and between New Era Energy & Digital, Inc. and Northland Securities, Inc., as representative of the several underwriters named in Schedule I thereto | |
| 5.1 | Opinion of Anthony, Linder & Cacomanolis, PLLC | |
| 23.1 | Consent of Anthony, Linder & Cacomanolis, PLLC (included as part of Exhibit 5.1 hereto). | |
| 99.1 | Press Release, dated April 9, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| NEW ERA ENERGY & DIGITAL, INC. | ||
| Date: April 10, 2026 | By: | /s/ E. Will Gray II |
| E. Will Gray II | ||
| Chief Executive Officer | ||
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Exhibit 99.1
New Era Energy & Digital Announces Pricing of $100 Million Public Offering of Common Stock
MIDLAND, Texas – April 9, 2026 – 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.