false
0002028336
0002028336
2026-09-24
2026-09-24
0002028336
us-gaap:CommonStockMember
2026-09-24
2026-09-24
0002028336
NUAI:WarrantsMember
2026-09-24
2026-09-24
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 24, 2026
NEW ERA ENERGY & DIGITAL, INC.
(Exact Name of Registrant as Specified in its
Charter)
| Nevada |
|
001-42433 |
|
99-3749880 |
(State or Other Jurisdiction of
Incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
200 N. Loraine Street, Suite 1324
Midland, TX 79701
(Address of principal executive office and Zip Code)
(432) 695-6997
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligations 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 |
|
NUAI |
|
The Nasdaq Stock Market LLC |
| Warrants |
|
NUAIW |
|
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 ☒
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
On September 24, 2026, New
Era Energy & Digital, Inc., a Nevada corporation (the “Company”), entered into an At-The-Market Issuance Sales
Agreement (the “Sales Agreement”) with Mizuho Securities USA LLC, B. Riley Securities, Inc., Northland Securities,
Inc., TCBI Securities, Inc., doing business as Texas Capital Securities, BTIG, LLC, and Roth Capital Partners, LLC (collectively, the
“Agents”), pursuant to which the Company may offer and sell, from time to time, through the Agents, shares of its common
stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $100 million (the
“ATM Program”).
The Company is not
obligated to sell any shares of Common Stock under the Sales Agreement. The Agents are not required to sell any specific number or
dollar amount of shares of the Company’s Common Stock, but subject to the terms and conditions of the Sales Agreement, the
Agents will use commercially reasonable efforts, consistent with their normal trading and sales practices and applicable laws and
regulations, to sell shares of Common Stock from time to time based upon the Company’s instructions, including any price, time
or size limits specified by the Company, subject to certain limitations. Under the Sales Agreement, the Agents may sell the shares
of Common Stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4)
under the Securities Act of 1933, as amended (the “Securities Act”),
including block transactions, sales made directly on or through the Nasdaq Global Market or sales made into any other existing
trading market of the Company’s Common Stock.
The shares of Common Stock
will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333- 292892) initially filed by the
Company with the U.S. Securities and Exchange Commission (the “SEC”) on January 23, 2026 (the “Registration
Statement”), and declared effective by the SEC on January 30, 2026, and related prospectus supplements to be prepared and filed
pursuant to Rule 424(b) from time to time in connection with the offer and sale of the shares of Common Stock. A prospectus supplement
(the “Prospectus Supplement”), dated September 24, 2026, covering the offer and sale of shares of Common Stock having
an aggregate offering price of up to $100 million was filed with the SEC on the date hereof.
The Company will pay the
Agents a commission up to 3.5% of the gross proceeds from each sale of shares of Common Stock, reimburse legal fees and disbursements
and provide the Agents with customary indemnification and contribution rights. The Sales Agreement will be effective until the earlier
of the issuance and sale of all of the shares of Common Stock issuable pursuant to the ATM Program and the date that the ATM Program is
otherwise terminated pursuant to the terms of the Sales Agreement.
The Company intends to use
the net proceeds from any offerings, if any, for general corporate purposes, which may include, among other things, capital expenditures,
working capital and paying or refinancing all or a portion of our then-outstanding indebtedness.
The foregoing description
of the Sales Agreement in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference
to the full text of the Sales Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
This Current Report on Form
8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares of Common Stock under the Sales Agreement
nor shall there be any sale of such shares of Common Stock in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
A copy of the legal opinion
of Anthony, Linder & Cacomanolis, PLLC relating to the validity of the issuance and sale of the shares of Common Stock under the ATM
Program 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.
Item 8.01 Other
Events
On September 24, 2026, in
connection with the ATM Program, the Company included in the Prospectus Supplement certain additional disclosures related to its business.
This disclosure is set forth below.
Ongoing Commercial
Negotiations
The Company has prioritized
negotiating towards one or more transactions directly with a tenant partner and is focused on discussions with multiple potential tenants,
including one of the world’s largest consumers of AI infrastructure to serve as its anchor tenant for its flagship project pursuant
to a direct lease. If we enter into a letter of intent with a tenant, it will be non-binding and subject to a number of terms and conditions,
contingencies and uncertainties. Additionally, the Company may continue to explore joint ventures with development partners. The commercial
terms of any lease or other commercial agreement may vary significantly, and the costs and execution risk of any project may increase
and be subject to uncertainty, particularly in the event of a direct lease without a development partner. There can be no assurance that
the Company will ultimately enter into a binding definitive agreement with a tenant or development partner, or that the terms of such
agreement will be commercially acceptable.
Risks Related to Our Regulatory Environment
We face uncertainty
and costly compliance with government regulations, including a recent pause on permits related to data center developments in Texas.
Our business is subject to
extensive, evolving, and increasingly stringent federal, state, and local laws and regulations. Changes in laws and regulations can occur
and these changes can be difficult to predict. New laws or regulations, or more stringent enforcement of existing laws or regulations,
could adversely affect our business, financial condition and results of operations.
On September 21, 2026, Texas
Governor Greg Abbott directed the Texas Commission on Environmental Quality to halt all permits sought by data centers in Texas until
the completion of the previously announced audit by the Electric Reliability Council of Texas (“ERCOT”)
of data centers in Texas’ grid interconnection queues. ERCOT’s audit is being conducted in conjunction with the Public Utility
Commission of Texas and the Texas Water Development Board. As a result, certain permits necessary to the development of TCDC and other
projects, including air permits, may be delayed until after completion of the ERCOT audit, which could have a material adverse effect
on our development timeline, results of operations and financial condition.
Forward-Looking Statements
This Current Report on Form
8-K contains “forward-looking statements.” Forward-looking statements reflect the current view about future events. When used
in this Current Report on Form 8-K, 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 Current Report on Form 8-K relating to the ATM Program, business strategy, our future operating results and liquidity and capital
resources outlook. 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, and in our Form 10-Q for the quarterly period ended June 30,
2026.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number |
|
Description |
| 1.1#+ |
|
Sales Agreement, dated September 24, 2026, by and
among New Era Energy & Digital, Inc., Mizuho Securities USA LLC, B. Riley Securities, Inc., Northland Securities, Inc., TCBI
Securities, Inc., BTIG, LLC, and Roth Capital Partners, LLC. |
| 5.1 |
|
Opinion of Anthony, Linder & Cacomanolis, PLLC, as to the legality of the securities being offered. |
| 23.1 |
|
Consent of Anthony, Linder & Cacomanolis, PLLC (included as part of Exhibit 5.1 hereto). |
| EX-104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| # | Certain annexes, schedules and exhibits have been omitted pursuant
to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities
and Exchange Commission upon its request. |
| + | Certain portions of this exhibit have been redacted pursuant
to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities
and Exchange Commission upon its request. |
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 thereunto
duly authorized.
| |
NEW ERA ENERGY & DIGITAL, INC. |
| |
|
|
| |
|
|
| Date: September 24, 2026 |
By: |
/s/ Charles Nelson |
| |
|
Charles Nelson |
| |
|
Chief Executive Officer |
