New Era Energy & Digital, Inc. filed a Form 8-K on October 29, 2026, reporting that it entered into Securities Purchase Agreements on October 28, 2026, to raise approximately $64 million through a private placement of common stock to accredited investors.

Key Highlights

  • Gross proceeds: Approximately $64 million from the private placement of common stock.
  • Shares issued: 23,272,727 shares of common stock at $2.75 per share.
  • Share count impact: Outstanding shares will increase from 117,291,542 to 140,564,269 following closing.
  • Debt repayment: $36 million of the net proceeds is earmarked to repay the existing term loan with Macquarie Equipment Capital Inc., including the applicable MOIC premium.
  • Placement agent fee: Northland Capital Markets acted as placement agent and will receive 6% of gross proceeds, plus customary expense reimbursements.
  • Expected closing: October 30, 2026.
  • Registration deadline: The company agreed to file a resale registration statement within 15 business days of the Registration Rights Agreement date.

New Era Energy & Digital's $64 Million Private Placement: Terms and Use of Proceeds

According to the filing, New Era Energy & Digital, Inc. (NASDAQ:NUAI) entered into Securities Purchase Agreements on October 28, 2026, with certain accredited investors. The company agreed to issue 23,272,727 shares of common stock, par value $0.0001 per share, at a price of $2.75 per share, for aggregate gross proceeds of approximately $64 million. The shares are being offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D. The filing noted that the shares were offered without any general solicitation by the company or its representatives.

The company disclosed that it expects to use the net proceeds for three purposes: repayment of an aggregate of $36 million under its existing term loan agreement with Macquarie Equipment Capital Inc., including the applicable MOIC premium; working capital; and other general corporate purposes. The filing stated that prior to closing, the company had 117,291,542 shares of common stock outstanding, and that following closing, the total will be 140,564,269 shares. Northland Capital Markets served as placement agent and will receive a fee equal to 6% of gross proceeds, along with customary expense reimbursements.

In connection with the private placement, the company also entered into a Registration Rights Agreement on October 28, 2026. Under that agreement, the company is obligated to file a registration statement covering the resale of the shares within 15 business days of the agreement date, and to use commercially reasonable efforts to have it declared effective within 45 calendar days of filing, or 90 calendar days in the event of a full SEC review. The company is required to keep the registration statement continuously effective until the shares no longer constitute registrable securities, according to the filing.

What Was Disclosed

New Era Energy & Digital disclosed a private placement of 23,272,727 common shares at $2.75 per share for approximately $64 million in gross proceeds, with planned debt repayment, a placement agent fee of 6%, and an agreed timeline for registering the resale shares with the SEC.