UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the

Securities Exchange Act of 1934 

October 28, 2026

Date of Report (Date of earliest event reported) 

NEW ERA ENERGY & DIGITAL, INC.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (432) 695-6997

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

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.

Securities Purchase Agreements

On October 28, 2026, New Era Energy & Digital, Inc. (the “Company”) entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain accredited investors (the “Investors”) to sell shares of common stock of the Company, par value $0.0001 per share (“Common Stock”), in a private placement for gross proceeds of approximately $64 million (the “Private Placement”). The Company will issue an aggregate of 23,272,727 shares of Common Stock (the “Shares”), at a price of $2.75 per share, to the Investors pursuant to the Purchase Agreements. The Purchase Agreements contain customary representations, warranties, conditions and covenants of the Company and the Investors. Prior to the closing of the Private Placement, the Company had 117,291,542 shares of Common Stock outstanding. Following the closing of the Private Placement, the Company will have 140,564,269 shares of Common Stock outstanding.

The Company expects to use the net proceeds of the Private Placement for (i) the repayment of indebtedness, including the repayment of an aggregate amount of $36 million under the Company’s existing term loan agreement with Macquarie Equipment Capital Inc., including the applicable MOIC premium thereunder, (ii) working capital and (iii) other general corporate purposes. The closing of the Private Placement is expected to occur on October 30, 2026.

Registration Rights Agreement

In connection with the Private Placement, on October 28, 2026, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investors, pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of the Shares within 15 business days following the date of the Registration Rights Agreement, and to use commercially reasonable efforts to cause such registration statement to be declared effective within 45 calendar days following the filing date (or 90 calendar days in the event of a “full review” by the SEC) and to keep such registration statement continuously effective until the Shares no longer constitute registrable securities.

The foregoing descriptions of the Purchase Agreements and the Registration Rights Agreement are not complete and are qualified in their entirety by reference to the full text of the form of Purchase Agreement and the Registration Rights Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K (this “Current Report”) and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information regarding the Private Placement set forth in Item 1.01 of this Current Report is incorporated herein by reference. The Shares are being offered and sold in reliance upon the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder. Each Purchaser represented that it is an accredited investor within the meaning of Rule 501(a) of Regulation D and is acquiring the Shares as principal for its own account and not with a view to or for distributing or reselling the Shares. The Shares were offered without any general solicitation by the Company or its representatives.

Northland Capital Markets acted as placement agent for the Private Placement and will receive a placement agent fee equal to 6% of the gross proceeds raised in the Private Placement, together with customary expense reimbursements.

Item 7.01 Regulation FD.

On October 29, 2026, the Company issued a press release announcing the Private Placement. A copy of the press release is furnished as Exhibit 99.1 hereto 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 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 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Cautionary 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 use of the net proceeds of the Private Placement and the filing and effectiveness of the resale registration statement. 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 could cause actual results to differ materially from those in the forward-looking statements. The Company undertakes no obligation to update any forward-looking statement, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 29, 2026

ATTACHMENTS / EXHIBITS

FORM OF SECURITIES PURCHASE AGREEMENT, DATED OCTOBER 28, 2026, BY AND AMONG THE COMPANY AND THE INVESTORS NAMED THEREIN

REGISTRATION RIGHTS AGREEMENT, DATED OCTOBER 28, 2026, BY AND AMONG THE COMPANY AND THE INVESTORS NAMED THEREIN

PRESS RELEASE, DATED OCTOBER 29, 2026

XBRL SCHEMA FILE

XBRL DEFINITION FILE

XBRL LABEL FILE

XBRL PRESENTATION FILE

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