Next Bridge Hydrocarbons Seeks Up to $600 Million in High-Risk Private Stock Sale

A debt-laden Texas oil explorer with no public market for its shares and a going-concern warning is asking investors to buy in at a price far above book value.

June 3, 2026

Next Bridge Hydrocarbons, a Midland, Texas-based energy company, is attempting to raise as much as $600 million by selling up to 40 million shares of common stock at $15 each in a private placement aimed at accredited investors. The company has retained Roth Capital Partners as placement agent on a reasonable best-efforts basis, meaning the firm has no obligation to buy any shares or to guarantee that any particular amount is sold.

The structure of the deal underscores how uncertain the outcome is. There is no minimum that must be raised before closing, no escrow account holding investor money, and no commitment to return funds if the company falls short of its target. As a result, actual proceeds could land far below the headline figure. Next Bridge has agreed to pay the placement agent a cash fee of 5 percent of gross proceeds, plus up to $150,000 in expense reimbursement, and estimates roughly $75,000 in additional offering costs.

Perhaps the most striking feature is that the shares cannot be traded. Next Bridge stock is not listed on any exchange, is not eligible for electronic transfer through the Depository Trust Company, and the company neither expects a market to develop nor intends to seek a listing. Buyers would need to be prepared to hold their shares indefinitely with little ability to exit.

A Company Under Financial Strain

The offering arrives against a backdrop of serious financial distress. Next Bridge has a history of net losses and negative operating cash flow, and its auditors have issued a going-concern qualification, signaling substantial doubt about whether the business can continue operating. For the three months ended March 31, 2026, it reported a net loss of about $1.4 million, an accumulated deficit of roughly $171.5 million, and a working capital deficit of more than $63 million. Total assets stood at just $790,133, and cash on hand was only about $55,000 at quarter’s end.

The company also disclosed that its independent auditor identified material weaknesses in internal controls over financial reporting, tied to insufficient staffing and a lack of formal documentation of accounting policies and procedures.

Next Bridge has no employees, relying instead on independent consultants and contractors — including its chief executive and chief financial officers — to run operations. Its history traces back to a 2021 incorporation in Nevada as OilCo Holdings, followed by a 2022 name change. The business is the successor to Torchlight Energy and was spun off from Meta Materials in late 2022.

Limited Operations and Expired Flagship Leases

Once focused primarily on a project in the Orogrande Basin of West Texas, Next Bridge saw those leases lapse at the end of 2024. As of the first quarter’s close, it held interests in three projects:

• The Hazel Project in West Texas;
• Two minor wells in Oklahoma; and
• Undeveloped leases in Louisiana, known as the Wildcat Projects.

Production is minimal. During the first quarter, the company sold just 14 barrels of oil and 589 thousand cubic feet of natural gas attributable to its interest, generating only $2,725 in revenue against costs exceeding $36,000.

The Hazel Project illustrates the company’s complicated position. Development there was funded by an outside party, Masterson Hazel Partners, which held an option to acquire the project in exchange for paying drilling costs. After that party declined to exercise its option in 2021, Next Bridge became obligated to direct production revenue back to it until those costs are recovered, leaving the company with no income from the wells.

Heavy Related-Party Debt

Much of the company’s financing has come from its chairman and chief executive, Gregory McCabe, who is also its largest shareholder with roughly a 26.5 percent stake. McCabe holds notes from 2021 and 2022 and a separate loan agreement; the 2022 note alone carried about $25.17 million in outstanding principal as of March 31. These instruments include restrictive covenants limiting the company’s ability to merge, sell assets, or take on additional debt, and a default could let McCabe demand immediate repayment the company likely could not meet.

In August 2025, Next Bridge borrowed $6 million from Panther Bridge, an entity managed by McCabe’s son, through an 18 percent unsecured note maturing in August 2026, paired with 3 million shares of newly created Series A redeemable preferred stock. The well associated with that financing was declared a dry hole in November 2025.

Where the Money Would Go

Next Bridge says it would use the net proceeds — estimated at about $569.85 million if the full offering sells — first to repay the Panther Bridge note and accrued interest, then to redeem the outstanding Series A preferred stock for roughly $3 million, with the remainder funding drilling, exploration, and general corporate needs. Management would retain broad discretion over how the funds are deployed.

Investors would also face steep dilution. The company calculated a negative net tangible book value of about $0.24 per share as of March 31. Buying in at $15 would mean immediate dilution of $13.34 per share.

Mounting Risks and Litigation

The prospectus catalogs an extensive list of risks, including volatile commodity prices, the speculative nature of oil and gas exploration, competition from far larger and better-funded rivals, the company’s geographic concentration in Texas, and shifting environmental and climate regulation. Inflation, geopolitical instability, and the possibility of a U.S. government shutdown are also flagged as threats.

Separately, the company faces several lawsuits, including a securities class action tied to its spin-off from Meta Materials. A district court dismissed that case in mid-2025, and an appeal is pending. Several other suits brought by self-represented plaintiffs have likewise been dismissed and are under appeal.

For prospective buyers, the proposition is stark: an illiquid, deeply indebted micro-producer with minimal revenue, a going-concern warning, and ambitious capital needs is asking the market to value its shares at a price that bears no relationship to its book value.