New Era Helium Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

NEHC inked a material deal, has debt, and sold stock.

AI Summary

On December 6, 2024, New Era Helium Inc. entered into a material definitive agreement, creating a direct financial obligation. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. New Era Helium Inc. was formerly known as Roth CH V Holdings, Inc., with a name change effective June 25, 2024.

Why It Matters

This filing indicates New Era Helium Inc. has entered into a significant agreement that creates financial obligations and has also engaged in the sale of equity, which could impact its financial structure and shareholder base.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and unregistered sales of equity, which can introduce financial obligations and dilutive effects.

Key Players & Entities

• NEW ERA HELIUM INC. (company) — Registrant
• Roth CH V Holdings, Inc. (company) — Former Company Name
• December 6, 2024 (date) — Date of earliest event reported
• June 25, 2024 (date) — Date of name change

FAQ

Key Financial Figures

• $75 million — from the Company, up to an aggregate of $75 million (the " Commitment Amount ") in newly is
• $0.0001 — f the Company's common stock, par value $0.0001 per share (the " Common Stock "), subje
• $8.075 — nce Shares assuming a purchase price of $8.075 per Advance Share. The EPFA also provi
• $10 m — aid advances in the aggregate amount of $10 million, the first pre-paid advance in th
• $7 million — first pre-paid advance in the amount of $7 million and the second pre-paid advance in the
• $3 m — econd pre-paid advance in the amount of $3 million, each of which to be evidenced by
• $6.5 million — egate principal amount of approximately $6.5 million following the closing of the Business C
• $7.0 million — a Note in aggegate principal amount of $7.0 million (the " First Pre-Paid Advance Note ").
• $3.0 million — ote in an aggregate principal amount of $3.0 million (the " Second Pre-Paid Advance Note ")
• $10 — n Stock, assuming a conversion price of $10 and no accrued and unpaid interest. The
• $2.00 — a price per security less than 120% of $2.00 per share of Common Stock (the " EPFA F
• $500,000 — must maintain a minimum cash balance of $500,000. As an inducement to entering into the
• $10.00 — estor at an initial conversion price of $10.00 per share (the " Conversion Price "). S
• $30,000,000 — the Investor warrants to purchase up to $30,000,000 shares of Common Stock (the " Warrant S
• $10,000,000 — anches, (a) a warrant to purchase up to $10,000,000 shares of Common Stock (the " First Tra

Filing Documents

• tm2430416d4_8k.htm (8-K) — 70KB
• tm2430416d4_ex10-1.htm (EX-10.1) — 311KB
• tm2430416d4_ex10-2.htm (EX-10.2) — 216KB
• tm2430416d4_ex10-3.htm (EX-10.3) — 357KB
• tm2430416d4_ex10-4.htm (EX-10.4) — 97KB
• tm2430416d4_ex10-5.htm (EX-10.5) — 302KB
• tm2430416d4_ex10-6.htm (EX-10.6) — 120KB
• tm2430416d4_ex10-7.htm (EX-10.7) — 122KB
• tm2430416d4_ex10-8.htm (EX-10.8) — 83KB
• tm2430416d4_ex10-9.htm (EX-10.9) — 81KB
• tm2430416d4_ex10-10.htm (EX-10.10) — 62KB
• tm2430416d4_ex10-11.htm (EX-10.11) — 56KB
• 0001104659-24-127013.txt ( ) — 2520KB
• nehc-20241206.xsd (EX-101.SCH) — 3KB
• nehc-20241206_def.xml (EX-101.DEF) — 26KB
• nehc-20241206_lab.xml (EX-101.LAB) — 36KB
• nehc-20241206_pre.xml (EX-101.PRE) — 25KB
• tm2430416d4_8k_htm.xml (XML) — 5KB

01 Entry into a

Item 1.01 Entry into a Material Definitive Agreement The information set forth in Item 2.03 of this Current Report on Form 8-K (this "Form 8-K") is incorporated herein by reference.

03 Creation of a

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The Equity Purchase Facility Agreement On December 6, 2024, following the closing of the business combination transaction by and among Roth CH V Holdings, Inc., Roth CH Acquisition V Co., New Era Holdings Corp. and Roth CH V Merger Sub, Inc. (the " Business Combination "), New Era Helium Inc., a Nevada corporation and the new name of the combined company (the " Company "), and an institutional investor (the " EPFA Investor ") entered into an Equity Purchase Facility Agreement (the " EPFA "). A copy of the EPFA is attached hereto as Exhibit 10.1 and is incorporated by reference. Pursuant to the EPFA, the Company has the right to issue and sell to the EPFA Investor, from time to time as provided therein, and the EPFA Investor must purchase from the Company, up to an aggregate of $75 million (the " Commitment Amount ") in newly issued shares (the " Advance Shares ") of the Company's common stock, par value $0.0001 per share (the " Common Stock "), of $8.075 per Advance Share. The EPFA also provides for the issuance of two pre-paid advances in the aggregate amount of $10 million, the first pre-paid advance in the amount of $7 million and the second pre-paid advance in the amount of $3 million, each of which to be evidenced by a senior secured convertible promissory note containing a 7% original issue discount (each, a " Note "), which is convertible into shares of Common Stock as described herein, the form of which is attached to this Form 8-K as Exhibit 10.2 and is incorporated herein by reference. On December 6, 2024, the EPFA Investor advanced to the Company the aggregate principal amount of approximately $6.5 million following the closing of the Business Combination in exchange for the issuane of a Note

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Description 10.1 Equity Purchase Facility Agreement dated as of December 6, 2024 10.2 Form of Senior Secured Convertible Promissory Note 10.3 Security Agreement dated as of December 6, 2024 10.4 Subsidiary Guarantee dated as of December 6, 2024 10.5 Securities Purchase Agreement dated as of December 6, 2024 10.6 Form of First Tranche Warrant issued on December 6, 2024 10.7 Form of Second Tranche Warrant issued on December 6, 2024 10.8 Registration Rights Agreement (EFPA) dated as of December 6, 2024 10.9 Registration Rights Agreement (Warrants) dated as of December 6, 2024 10.10 Form of Voting and Support Agreement (EPFA) dated as of December 6, 2024 10.11 Form of Voting and Support Agreement (Warrant) dated as of December 6, 2024 104 Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 10, 2024 NEW ERA HELIUM INC. By: /s/ E. Will Gray, II Name: E. Will Gray, II Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR