New Era Energy & Digital, Inc. (Nasdaq: NUAI) entered into a securities purchase agreement on October 28, 2026, to sell common stock to accredited investors. The private placement, expected to close on October 30, 2026, is projected to generate gross proceeds of approximately $64 million. Under the terms of the agreement, the company will issue an aggregate of 23,272,727 shares of common stock at a price of $2.75 per share.
Following the transaction, the company’s total share count is expected to increase from 117,291,542 shares outstanding prior to the closing to 140,564,269 shares. Northland Capital Markets is serving as the sole placement agent for the transaction and will receive a fee equal to 6% of the gross proceeds raised.
The company stated that it intends to use the net proceeds from the offering for three primary purposes: (i) repaying indebtedness, specifically an aggregate amount of $36 million under an existing term loan agreement with Macquarie Equipment Capital Inc.; (ii) working capital; and (iii) other general corporate purposes.
In connection with the offering, New Era Energy & Digital entered into a registration rights agreement with the investors. This agreement requires the company to file a registration statement with the Securities and Exchange Commission (SEC) covering the resale of the shares within 15 business days of the agreement's date. The company has committed to using commercially reasonable efforts to have this registration statement declared effective within 45 calendar days following the filing date, or 90 days in the event of a full SEC review.
The shares are being offered and sold pursuant to an exemption from the registration requirements of the Securities Act of 1933, specifically relying on Section 4(a)(2) and Rule 506(b) of Regulation D. Each purchaser represented that they are an accredited investor acquiring the shares for their own account.
