Material Agreement (Form 8-K)

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.