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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Chief Accounting Officer — Darin Rovell: The company appointed an experienced Chief Accounting Officer from outside the organization.
Other Events. As previously announced, on April 10, 2026, New Era Energy & Digital, Inc. (the “ Company ”) delivered written notice to SharonAI, Inc. (“ SharonAI ”) of its irrevocable election to prepay all of its $50 million senior secured convertible promissory note (the “ Convertible Note ”). SharonAI did not elect to convert any portion of the Convertible Note. On April 24, 2026, the Company paid $50 million principal plus accrued interest in cash in satisfaction of its obligations under…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Chief Corporate Officer On April 17, 2026, New Era Energy & Digital, Inc. (the “ Company ”) announced that on April 14, 2026, the Board of Directors (the “ Board ”) of the Company appointed Andrew Casazza to serve as Chief Corporate Officer of the Company, effective April 28, 2026. Mr. Casazza, age 58, served as co-founder, chief fin…
Entry into a Material Definitive Agreement. Equity Issuances and Draw Down On April 13, 2026, the Company drew down the entire $20 million Term Loan A-1 under that certain Term Loan Agreement, dated April 8, 2026 (the “Term Loan Agreement”), by and between Texas Critical Data Centers LLC, a Delaware limited liability company and a subsidiary of New Era Energy & Digital, Inc., a Nevada corporation (the “Company”), and Macquarie Equipment Capital Inc., a Delaware corporation (“Macquarie”), acti…
The Securities were issued to the Lender upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
Other Events. On April 9, 2026, the Company and Northland Securities, Inc., as representative of the several underwriters named in Schedule I thereto (collectively, the “Underwriters”), entered into an underwriting agreement (the “Underwriting Agreement”), pursuant to which the Company agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Company, subject to and upon the terms and conditions set forth therein, 29,850,746 shares of Common Stock (the “Offering”) a…
Regulation FD Disclosure. On April 9, 2026, New Era Energy & Digital, Inc. (the “Company”) issued a press release announcing the pricing of an underwritten public offering of 29,850,746 shares of its common stock, par value $0.0001 per share (“Common Stock”), at a price to the public of $3.35 per share, pursuant to a registration statement on Form S-3 (File No. 333-292892) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 23, 2…
Other Events. Special Meeting Postponement As previously disclosed, on January 16, 2026, pursuant to the Purchase Agreement, the Company acquired SharonAI’s equity interests in Texas Critical Data Centers LLC, a Delaware limited liability company and 50/50 joint venture of the Company and SharonAI, for an aggregate purchase price of $70 million, of which (a) $10 million is payable in cash, (b) $10 million is payable in equity securities upon the earlier of March 31, 2026, and the Company’s ne…
Unregistered Sales of Equity Securities. On April 10, 2026, the Company issued 893,724 shares of common stock, par value $0.0001 per share (“ common stock ”), to SharonAI, Inc. (“ SharonAI ”) pursuant to the previously reported Membership Interest Purchase Agreement (the “ Purchase Agreement ”), dated January 16, 2026, by and between the Company and SharonAI, Inc. The Purchase Agreement entitles SharonAI to receive the number of shares of common stock equaling the difference in value between…
The Securities will be issued to the Lender upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
Entry into a Material Definitive Agreement. Term Loan Credit Agreement On April 8, 2026, Texas Critical Data Centers LLC, a Delaware limited liability company (the “Borrower”), a subsidiary of New Era Energy & Digital, Inc., a Nevada corporation (the “Company” or “New Era”), entered into a Term Loan Agreement (the “Term Loan Agreement”) with Macquarie Equipment Capital Inc., a Delaware corporation (“Macquarie”), acting as administrative agent and lender (the “Lender”). All capitalized terms u…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in
Other Events Shareholder Litigation On April 1, 2026, a federal securities class action lawsuit was filed in the U.S. District Court for the Western District of Texas against the Company and members of management. The complaint alleges violations of federal securities laws on behalf of investors who purchased the Company’s securities between November 6, 2024 and December 29, 2025. The Company intends to vigorously defend itself against these claims. Risk Factor Update The Company is supplemen…
Unregistered Sales of Equity Securities. The information set forth in
Entry into a Material Definitive Agreement. On March 31, 2026, New Era Energy & Digital, Inc. (the “ Company ”) issued a promissory note (the “ Note ”) in the principal amount of $5,000,000 to Zachary Yi Zhou, an individual shareholder of the Company who beneficially owns more than 5% of the Company’s common stock, par value $0.0001 (the “ Common Stock ”). The transaction was reviewed and approved by the Company’s Audit Committee and Board of Directors. On April 6, 2026, the Note was amended…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant . The information set forth in
Unregistered Sales of Equity Securities. On March 31, 2026, pursuant to that certain Membership Interest Purchase Agreement (the “ Purchase Agreement ”), dated January 16, 2026, by and between the Company and SharonAI, Inc. (“ SharonAI ”), the Company issued 2,091,351 shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), to SharonAI as part of the aggregate purchase price under the Purchase Agreement. The shares of Common Stock were issued to SharonAI upon…
Entry into a Material Definitive Agreement. Amendment to Special Warranty Deeds On March 25, 2026, Texas Critical Data Centers LLC (“ TCDC ”), a wholly owned subsidiary of New Era Energy & Digital, Inc. (the “ Company ”), and Odessa Industrial Development Corporation, d/b/a Grow Odessa (“ Grow Odessa ”), entered into (i) an amendment to that certain Special Warranty Deed recorded as Document No. 2025-00014469 in the Official Public Records of Ector County, Texas and (ii) an amendment to that…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Chief Financial Officer On March 16, 2026, New Era Energy & Digital, Inc. (the “ Company ”) announced that the Board of Directors (the “ Board ”) of the Company appointed Ted Warner to serve as Chief Financial Officer of the Company and designated him as the principal financial officer of the Company, effective March 16, 2026. In con…
Unregistered Sales of Equity Securities. For purposes of updating the Company’s previous disclosures with respect to the shares of common stock underlying the Investor Warrants, the information contained in
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of President and Chief Operating Officer The Company announced today that, on January 28, 2026, the Board of Directors of the Company (the “ Board ”) appointed Charles Nelson, a member of the Board since December 2024, as the President and Chief Operating Officer of the Company, effective January 28, 2026. 1 The Company previously discl…
Entry into a Material Definitive Agreement. On February 1, 2026, New Era Energy & Digital, Inc. (the “ Company ”) entered into an Amended and Restated Consent and Waiver (the “ Amended Waiver ”) with ATW AI Infrastructure II LLC (the “ Investor ”) which amended and restated the previously disclosed Consent and Waiver, dated January 16, 2026, in its entirety. The Company and the Investor have abandoned the previously disclosed contemplated preferred stock issuance as well as any voluntary adju…
Entry into a Material Definitive Agreement. Purchase Agreement On January 16, 2026, New Era Energy & Digital, Inc. (the “ Company ”) completed its previously announced acquisition of SharonAI, Inc.’s (“ SharonAI ”) equity interests in Texas Critical Data Centers LLC (“ TCDC ”) pursuant to the Membership Interest Purchase Agreement, dated as of January 16, 2026, by and between the Company and SharonAI (the “ Purchase Agreement ” and the transactions contemplated thereby, the “ Transaction ”).…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under
The securities of the Company were or will be issued upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
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