New Era Helium Inc. Reports Material Agreement and Equity Sales

TL;DR

NEHC inked a deal creating debt and sold unregistered shares.

AI Summary

On January 16, 2025, 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. This filing details financial obligations and equity transactions for the company.

Why It Matters

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

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement creating a direct financial obligation and unregistered sales of equity, which can introduce financial and dilution risks.

Key Players & Entities

• NEW ERA HELIUM INC. (company) — Registrant
• January 16, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of Incorporation
• Roth CH V Holdings, Inc. (company) — Former Company Name
• 20240625 (date) — Date of Name Change

FAQ

Key Financial Figures

• $75,000 — he Company and SharonAI has contributed $75,000 to the Joint Venture and have a 50% mem
• $7.0 m — ") for an aggregate principal amount of $7.0 million, pursuant to the terms of the Equ
• $3.0 million — tor in an aggregate principal amount of $3.0 million for an aggregate purchase price of $2.7
• $2.79 million — lion for an aggregate purchase price of $2.79 million after giving effect to a 7% original is
• $0.0001 — f the Company's common stock, par value $0.0001 per share (the " Common Stock ") at the
• $10.00 — estor at an initial conversion price of $10.00 per share (the " Conversion Price "). S
• $0.7176 — tial floor price (the "Floor Price") of $0.7176 per share of Common Stock; however, beg

Filing Documents

• tm253803d1_8k.htm (8-K) — 47KB
• tm253803d1_ex10-1.htm (EX-10.1) — 305KB
• tm253803d1_ex10-2.htm (EX-10.2) — 186KB
• tm253803d1_ex99-1.htm (EX-99.1) — 13KB
• tm253803d1_ex99-1img001.jpg (GRAPHIC) — 6KB
• 0001104659-25-004896.txt ( ) — 894KB
• nehc-20250116.xsd (EX-101.SCH) — 3KB
• nehc-20250116_def.xml (EX-101.DEF) — 26KB
• nehc-20250116_lab.xml (EX-101.LAB) — 36KB
• nehc-20250116_pre.xml (EX-101.PRE) — 25KB
• tm253803d1_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement (a) Limited Liability Company Agreement As previously disclosed in New Era Helium Inc. (the " Company ")'s Registration Statement on Form S-1, as amended, initially filed with the U.S. Securities and Exchange Commission (the " SEC ") on December 30, 2024 (the " Registration Statement "), the Company entered into a letter of intent with Sharon AI, Inc. (" Sharon AI "), a Delaware corporation specializing in artificial intelligence, for the parties' joint development and operation of a 250 megawatt (" MW ") net-zero energy data center in the Permian Basin through a joint venture entity. Purpose On January 21, 2025, the Company entered into a Limited Liability Company Agreement (the " LLC Agreement ") with SharonAI for the creation of Texas Critical Data Centers LLC, a Delaware limited liability company and joint venture of the Company and SharonAI (the " Joint Venture "). Pursuant to the terms of the LLC Agreement, the purpose of the Joint Venture is to engage in (i) the purchase, building, and development of a site in Texas with an initial 250 MW gas-fired power plant and corresponding data center, and (ii) the operation of this site and (iii) any and all lawful activities necessary or incidental thereto. Management A Board of Managers (the "Board ") comprised at all times of two (2) managers (each, a " Manager ") will manage, operate, and control the business and affairs of the Joint Venture. One Manager will be designated by SharonAI (the " Class A Manager ") and one Manager will be designated by the Company (the " Class B Manager "). Each of such Managers may be removed, with or without cause, by the designating member (" Member "), and each of such removals will be effective upon written notice to the other Member and the Chairperson of the Board. For all actions taken by the Company, the presence of both the Class A Manager and Class B Manager shall constitute a quorum, subject to the terms of the LLC

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Senior Secured Convertible Promissory Note On December 6, 2024, the Company issued a Senior Secured Convertible Promissory Note (the " Initial Note ") to an institutional investor (the " Investor " or the " Holder ") for an aggregate principal amount of $7.0 million, pursuant to the terms of the Equity Purchase Facility Agreement entered into on December 6, 2024 between the Company and the Investor (the " EPFA "). Capitalized terms used herein but not otherwise defined have the meanings set forth in the Subsequent Note. On January 16, 2025 (the " Issuance Date "), following the effectiveness of the Company's Registration Statement on Form S-1, as amended, initially filed with the U.S. Securities and Exchange Commission (the " SEC ") on December 30, 2024, and pursuant to the terms of the EPFA, the Company issued another Senior Secured Convertible Promissory Note (the " Subsequent Note ") to the Investor in an aggregate principal amount of $3.0 million for an aggregate purchase price of $2.79 million after giving effect to a 7% original issue discount. The Subsequent Note is for a term of 15 months from the Issuance Date. Commencing on the ninetieth (90th) day following the Issuance Date, and continuing on the same day of each successive calendar month until the entire outstanding principal amount has been repaid, the Company is required to make monthly payments to the holder of the Subsequent Note (the " Holder "). Each monthly payment will be in an amount equal to the sum of (i) one twelfth (1/12) of the initial aggregate principal of the Subsequent Note and all other notes issued pursuant to the EPFA, plus (ii) accrued and unpaid under the Subsequent Note as of each payment date. Interest accrues on the outstanding principal balance hereof at an initial annual rate equal to 10% (" Interest Rate "), which Interest Rate will increase to an

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Description 10.1 Limited Liability Company Agreement between the Company and SharonAI, Inc. 10.2 Form of Senior Secured Convertible Promissory Note dated January 16, 2025. 10.3 Equity Purchase Facility Agreement dated as of December 6, 2024 (incorporated by reference to Exhibit 10.25 of the Registration Statement on Form S-1, as amended, initially filed with the SEC on December 30, 2024). 99.1 Press Release dated January 21, 2025. 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: January 21, 2025 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