New Era Energy & Digital, Inc. has entered into an At-The-Market (ATM) Issuance Sales Agreement with a syndicate of financial institutions to sell up to $100 million of its common stock. The agreement, dated September 24, 2026, was executed with Mizuho Securities USA LLC, B. Riley Securities, Inc., Northland Securities, Inc., TCBI Securities, Inc., BTIG, LLC, and Roth Capital Partners LLC.
Under the terms of the agreement, the Company is not obligated to sell any shares and the Agents are not required to sell a specific dollar amount. However, they are required to use commercially reasonable efforts to sell shares as instructed by the Company, subject to price, time, and size limits. The offering is conducted pursuant to a shelf registration statement on Form S-3 (File No. 333-292892), initially filed on January 23, 2026, and declared effective on January 30, 2026.
The Company will pay the Agents a commission of up to 3.5% of the gross proceeds from each sale. The ATM Program is effective until all shares are sold or the program is terminated. The Company intends to use the net proceeds for general corporate purposes, which may include capital expenditures, working capital, and the payment or refinancing of outstanding indebtedness.
In connection with the offering, the Company disclosed ongoing commercial negotiations with potential tenants for its flagship project. The Company is specifically focused on discussions with one of the world’s largest consumers of AI infrastructure to serve as an anchor tenant. The Company also highlighted regulatory risks, noting that on September 21, 2026, Texas Governor Greg Abbott directed the Texas Commission on Environmental Quality to halt all permits for data centers in Texas pending an audit by the Electric Reliability Council of Texas (ERCOT). The Company stated that this pause could delay permits necessary for its development projects, including air permits for its TCDC project, and could have a material adverse effect on its development timeline and financial condition.
