Every 8-K that New Era Energy & Digital, Inc. (NUAI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow NUAI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NUAI filings page.
New Era Energy & Digital, Inc. is providing a business update on its Texas Critical Data Center (TCDC) project in Odessa, Texas. The company has secured key construction permits, including a Development Structure Permit and Drive Approach Permit, and received a Notice of Intent approval from TCEQ to begin grading, reducing site development risk. The TCDC campus now covers 493 acres, including a recently acquired 54-acre corridor.
Power capacity for TCDC Phases 1 and 2 has been expanded to about 757 MW, combining 207 MW in Phase 1 and a targeted 550 MW in Phase 2 under a standard air permit filed with TCEQ. A Phase 1 power purchase agreement is in advanced negotiations and would place the Phase 1 power position directly in New Era’s name, with both phases structured as islanded, behind-the-meter operations.
For funding, New Era reports $84 in cash, cash equivalents and restricted cash as of June 30, 2026, and access to a Macquarie project-level facility of up to $290 million, with $270 million undrawn. The company indicates Phase 1 equity is more than covered by existing liquidity and facility capacity and expects most project capital to be raised at the asset level. As of August 10, 2026, common shares outstanding total 106,559,339, with 121,824,660 fully diluted shares, reflecting recent equity offerings, warrant exercises and new awards.
New Era Energy & Digital, Inc. reports that its unaudited condensed consolidated financial statements for the quarter ended March 31, 2026 must be restated and should no longer be relied upon. The Audit Committee reached this determination on July 24, 2026 after consultation with management and the independent auditor, Weaver and Tidwell, L.L.P.
The restatement stems from errors in the classification of professional fees related to acquisition and financing transactions and from errors in accounting under ASC Topic 718 for performance stock units granted to certain executive officers. Management is also evaluating the accounting for the January 16, 2026 acquisition of the remaining 50% interest in Texas Critical Data Centers, LLC, including fair value components, and the combined impact of all issues may be material. The errors affect net loss, net loss per share, total assets, total liabilities, total stockholder’s equity, and the presentation of cash flow and equity statements, but do not affect the company’s cash position or income taxes due to a full valuation allowance. Disclosure controls and procedures had already been deemed ineffective with a material weakness in internal control over financial reporting, and investors are directed to rely only on the forthcoming Form 10‑Q/A and future SEC filings for the affected period.
New Era Energy & Digital, Inc. entered into a Waiver and Consent Letter with Macquarie Equipment Capital Inc. on July 17, 2026, amending the Term Loan Agreement dated April 8, 2026. Macquarie agreed to waive certain requirements under the existing term loan.
Under the Consent Letter, the parties extended the timeframe for New Era Energy & Digital to establish an at-the-market program on an effective registration statement with an aggregate offering price of at least $100 million. The company is now required to put this program in place within 60 days after receiving written notice from Macquarie or its permitted successors and assigns, or, under certain circumstances, within five business days following the filing of its next quarterly or annual periodic report.
New Era Energy & Digital, Inc. announced a leadership reshuffle effective July 1, 2026. Charles Nelson, previously President and Chief Operating Officer, becomes Chairman and Chief Executive Officer. Ted Warner, who remains Chief Financial Officer, is also appointed President and joins the Board of Directors. José Rodriguez, formerly Vice President of Data Center Engineering and Operations, is promoted to Chief Operating Officer with a new employment agreement that includes a $485,000 base salary, annual bonus opportunities, a $75,000 signing bonus, and eligibility for relocation reimbursement.
E. Will Gray II moves from President and Chief Executive Officer to President of the Permian Basin and resigns from the Board, with his employment agreement amended to provide severance protections through July 1, 2030. Rodriguez also receives performance-vesting restricted stock units tied to management objectives over a five-year period beginning January 1, 2026.
New Era Energy & Digital, Inc. appointed Darin Rovell as Chief Accounting Officer, effective June 22, 2026. He brings experience from HF Sinclair Corporation and At Home Group, and is a Certified Public Accountant with advanced business and accounting degrees.
Rovell’s employment agreement provides a $350,000 annual base salary, an annual target bonus of up to 40% of base pay, and a potential $30,000 signing bonus with a 12‑month clawback. If terminated without Cause or for Good Reason before a Change in Control, he is eligible for cash severance equal to 100% of base salary, certain bonus amounts, and 12 months of benefits premiums. If such a termination occurs within 12 months after a Change in Control, cash severance increases to 150% of base salary with 18 months of benefits premiums.
Rovell will receive 325,000 restricted stock units vesting monthly over four years, with full vesting upon certain terminations or a Change in Control. The agreement also includes non‑competition, confidentiality, non‑disparagement, and post‑employment non‑solicitation covenants.
New Era Energy & Digital, Inc. has agreed in principle to pay $1.0 million to the United States Trustee to resolve all claims brought by the State of New Mexico against the Company and related parties, subject to approval by the United States Bankruptcy Court for the Western District of Texas. These claims involve allegations tied to legacy helium and gas assets and related environmental obligations and would be dismissed with prejudice once the settlement is approved and paid.
The settlement does not constitute an admission of liability or wrongdoing, and the New Era defendants expressly deny liability. While the agreement would remove the State of New Mexico’s five claims against the Company, three separate claims against Chief Executive Officer E. Will Gray II, in his individual capacity, will continue, which he intends to defend.
New Era Energy & Digital, Inc. furnished an investor presentation giving a first-quarter 2026 business update focused on advancing its Texas Critical Data Centers (TCDC) campus toward commercialization. The presentation highlights a significantly improved capital structure, including a $115m registered common stock offering, a Macquarie project-level credit facility of up to $290m, and $5m of equity issued at $5.00 per share. New Era reports more than $80m in cash as of April 30, 2026 and describes a phased TCDC build-out from 200 MW in Phase 1 toward a planned 1.4 GW campus on 438 acres, with an additional 54-acre corridor under definitive agreement. The company details a GP/LP project finance model targeting an 80/20 debt-to-equity ratio at the asset level, institutional partnerships, and fully diluted common stock of 119,611,040 shares as of May 12, 2026.
New Era Energy & Digital, Inc. has fully repaid its $50 million senior secured convertible promissory note owed to SharonAI, Inc. The company elected to prepay the entire note, and SharonAI did not convert any portion into equity.
On April 24, 2026, the company paid $50 million in principal plus accrued interest in cash, satisfying all obligations under the note. With this payment, the company has no remaining payment obligations related to its completed acquisition of Texas Critical Data Centers LLC from SharonAI.
New Era Energy & Digital, Inc. appointed Andrew Casazza as Chief Corporate Officer effective April 28, 2026, under a detailed employment and equity package. His annual base salary is $415,000 with a target bonus of up to 40% of salary based on performance goals set by the compensation committee.
Casazza will receive standard executive benefits and may be granted additional equity awards under the company’s equity plan. He was also granted 400,000 restricted stock units, vesting monthly over four years, intended as an inducement grant outside the existing plan. If terminated without cause or he resigns for good reason, he is eligible for salary-based severance, bonus components and health benefit payments, with enhanced terms following a change in control. The company also states that its Texas Critical Data Centers LLC project is expected to have potential capacity of approximately 1.4 GW of gross power production.
New Era Energy & Digital, Inc. held a 2026 Special Meeting of Stockholders where holders approved issuing additional common shares under a Membership Interest Purchase Agreement with SharonAI, Inc. to exceed a defined Share Cap for Nasdaq Stock Market Rules 5635(a) and 5635(b) purposes.
Proposal One, the Excess Share Issuance Proposal, passed with 23,171,142 votes for, 492,261 against and 132,249 abstentions. Proposal Two, allowing potential adjournment of the meeting to solicit more proxies if needed, also passed with 22,967,722 votes for, 693,535 against and 134,395 abstentions. A total of 23,795,652 shares were represented, or 42.06% of 56,575,187 shares outstanding as of the record date.
New Era Energy & Digital, Inc. strengthened its capital structure through a mix of equity and debt financing tied to development of its Texas Critical Data Centers project. The company drew down the entire $20 million Term Loan A-1 under a larger senior secured term loan credit facility with Macquarie.
In connection with this draw, New Era issued Macquarie warrants to purchase 400,208 shares of common stock at an exercise price of approximately $5.00 per share and sold 1,000,520 common shares at about $5.00 per share. A Registration Rights Agreement grants Macquarie resale registration rights for these securities.
Separately, underwriters fully exercised their option to buy an additional 4,477,611 shares in the company’s public offering, contributing to total gross equity proceeds of about $115 million. The initial $20 million term loan funding and an additional $5 million equity investment from Macquarie support key development milestones and repayment of a senior secured convertible note.
New Era Energy & Digital, Inc. reported multiple April 10 equity moves tied to prior financing agreements and its SharonAI acquisition. The company issued 893,724 common shares to SharonAI under a Membership Interest Purchase Agreement adjustment and 1,522,389 shares to Zachary Yi Zhou upon maturity of an Amended and Restated Promissory Note in a Qualified Equity Financing.
The special stockholder meeting to approve share issuances above a 19.99% cap is postponed by one day to April 16, 2026 so the proxy can be supplemented, with proposals unchanged. New Era elected to prepay its $50 million senior secured convertible note to SharonAI on April 24, 2026, while allowing up to 20% to be converted to stock by April 17, 2026. After the underwritten offering and these issuances, 93,522,797 common shares were outstanding as of April 10, 2026.
New Era Energy & Digital, Inc. has priced an underwritten public offering of 29,850,746 shares of common stock at $3.35 per share, for gross proceeds of about $100 million before fees. The company expects net proceeds of approximately $93.4 million, which it plans to use primarily to repay a senior secured convertible promissory note held by SharonAI, Inc. and, if any funds remain, for general corporate purposes.
The note was part of the consideration for a prior acquisition, carries 10% annual interest, and matures on June 30, 2026. Underwriters have a 30‑day option to purchase up to an additional 4,477,611 shares, and the company agreed to a 90‑day lock‑up on additional share sales, subject to exceptions.
New Era Energy & Digital, Inc. plans an underwritten public offering of common stock under its effective Form S-3 shelf registration. The company expects to use net proceeds primarily to repay all outstanding borrowings under a senior secured convertible promissory note payable to SharonAI, Inc., with any remaining funds for general corporate purposes.
The company also intends to grant underwriters a 30-day option to buy up to an additional 15% of the shares at the offering price. The size, pricing and timing of the offering will depend on market and other conditions, and there is no assurance the transaction will be completed.
New Era Energy & Digital, Inc. entered into and later amended a $5,000,000 promissory note with major shareholder Zachary Yi Zhou. The April 6, 2026 Amended and Restated Note carries 5.00% annual interest and will mature on the earliest of several financing or project-related events, or September 30, 2026.
At the Maturity Date, the note will convert into common stock. If a Qualified Equity Financing occurs, the conversion price will match the public offering price in that financing. Otherwise, it will be based on the average volume weighted average price over the 30 trading days before maturity.
The note may be prepaid in shares of common stock and includes a repayment premium equal to 1.02 times amounts due at maturity. The deal was reviewed and approved by the Audit Committee and Board and results in an unregistered sale of equity securities and a direct financial obligation to a shareholder who beneficially owns more than 5% of the company’s common stock.
New Era Energy & Digital, Inc. amended two Special Warranty Deeds for Texas properties held by its subsidiary, Texas Critical Data Centers LLC, eliminating certain repurchase rights previously held by Grow Odessa. In return, the subsidiary agreed to pay Grow Odessa $4,347,500, consisting of a $3,347,500 Promissory Note and $1,000,000 in cash. The company also issued 2,091,351 shares of common stock to SharonAI, Inc. under a Membership Interest Purchase Agreement, relying on a private offering exemption from registration.
New Era Energy & Digital, Inc. furnished an investor presentation describing its strategy to build large-scale AI and high-performance computing data center campuses. The flagship Texas Critical Data Centers campus targets more than 1 GW of capacity, with an additional New Mexico site bringing estimated total planned capacity to about 8 GW.
The company highlights its ATOM modular data center platform, designed for high-density AI workloads, hybrid liquid cooling and petabit-scale networking. A GP/LP project financing model is outlined, with New Era as sponsor and institutional partners providing most capital at the SPV level.
The presentation notes fully diluted shares outstanding of 82,333,225, including 56,775,187 total common shares as of March 8, 2026, executive equity awards, warrants and convertible debt linked to the acquisition of the remaining 50% of its TCDC interest from SharonAI for an agreed aggregate purchase price of $70 million in cash, equity and a senior secured convertible note.
New Era Energy & Digital, Inc. entered into an amended waiver with ATW AI Infrastructure II LLC that modifies anti-dilution protections on existing investor warrants. Instead of resetting to the SharonAI convertible note floor price, the First and Second Tranche Warrant exercise prices were adjusted to $2.00, with 5.5 million and 10.7 million common shares issuable, respectively.
The company’s board appointed director Charles Nelson as President and Chief Operating Officer, with a $550,000 base salary and bonus opportunity. Nelson received performance share awards over 3,664,036 shares and restricted stock units over 1,221,345 shares. CEO E. Will Gray II entered an amended employment agreement with similar economic terms and matching PSU and RSU grants.
New Era Energy & Digital, Inc. filed a current report describing that, in connection with its previously announced strategic pivot away from legacy natural gas operations, it is focusing on owning and developing next-generation digital infrastructure and integrated power assets. To align its public reporting with this shift, the company is providing updated business and risk factor disclosures, which are included as Exhibits 99.1 and 99.2 and incorporated by reference into this report.
New Era Energy & Digital, Inc. completed a $70 million acquisition of SharonAI’s equity interests in Texas Critical Data Centers LLC. The price includes $10 million in cash, $10 million in equity securities to be issued in the company’s next equity financing, and a $50 million senior secured convertible promissory note, with the entire consideration subject to a 19.99% ownership cap.
The Convertible Note bears 10% annual interest, matures on June 30, 2026, and is secured by the company’s ownership in TCDC and TCDC’s assets. SharonAI may convert 20% of the note into common stock at a 30‑day VWAP, with a floor of 20% of the closing market price. Using a $4.33 closing price on January 16, 2026 and a floor price of $0.87, the maximum number of shares issuable under the note is about 11.5 million.
Through a Waiver and Consent with ATW AI Infrastructure II LLC, the company reduced the exercise price of existing First Tranche Warrants to $2.00, increasing the maximum shares issuable under those warrants to 5 million, and agreed to negotiate up to $60 million of convertible preferred stock subject to a 4.99% ownership cap.
New Era Energy & Digital Inc. reported signing a binding term sheet to buy SharonAI Inc.’s entire 50% interest in Texas Critical Data Centers LLC for a total of $70,000,000. The price includes $10,000,000 in cash, $10,000,000 in common stock or other units, and a $50,000,000 senior secured convertible promissory note that allows SharonAI to convert 20% of the amount into New Era common stock and matures on June 30, 2026.
The parties must negotiate and sign definitive agreements reflecting the term sheet by January 15, 2026, and they agreed to a 30‑day exclusivity period from signing. Closing is conditioned on SharonAI reimbursing New Era for roughly $2,550,000 so TCDC can fund its share of a land purchase by January 9, 2026. New Era also noted that TCDC completed the acquisition of approximately 203 additional acres in Ector County, Texas for $5,100,000, where a third party is intended to build on‑site gas‑fired power generation for the data center project.
New Era Energy & Digital Inc. (NUAI), through its joint venture Texas Critical Data Centers LLC with Sharon AI, agreed on November 21, 2025 to purchase approximately 203 acres in Ector County, Texas from Odessa Industrial Development Corporation. The land will expand the joint venture’s development footprint to 438 acres for a planned multi-phase, multi-gigawatt artificial intelligence and high-performance computing campus.
The total base purchase price is $5,075,000, with the final price to be set at $25,000 per acre based on the survey. Closing of the transaction is expected in late December 2025. New Era also issued a press release on November 24, 2025 describing the entry into this agreement.
New Era Energy & Digital, Inc. (NUAI) entered a material land option on November 5, 2025, securing rights to approximately 3,500 acres in Lea County, New Mexico for a planned large-scale AI data center campus. The initial option period is two years, and the company paid consideration of $200,000 for the option. This agreement provides site control for potential development; construction and project scope would follow separate decisions and agreements. The full contract is filed as Exhibit 10.1.
New Era Energy & Digital, Inc. (NUAI) announced that it has furnished an investor presentation to its investor relations website. The presentation is attached as Exhibit 99.1 under Item 7.01 (Regulation FD) of a current report.
The company states the materials are furnished, not filed, which limits their treatment under Section 18 of the Exchange Act and prevents automatic incorporation by reference. The filing also lists Nasdaq symbols for its securities: NUAI (common stock) and NUAIW (warrants).
New Era Energy & Digital, Inc. (NUAI) entered into a secured promissory note under which the company agreed to provide a $4,000,000 loan to an individual shareholder, Joel Solis, and Aventus Properties LLC. The loan bears interest at 18% per annum or the Maximum Rate permitted by law, is secured by deeds of trust on real property in Odessa and Pecos, Texas, and matures on December 6, 2025. The transaction was reviewed and approved by the Audit Committee and Board, and includes a Release Agreement.
Separately, Air Life Gases USA Inc. provided notice to terminate the company’s Liquid Helium Agreement, effective November 30, 2025 if the Commencement Date has not occurred. Upon termination, the company must pay $2,382,255.55, comprising an Adjusted Advance Amount of $382,255.55 and reimbursement of a $2,000,000 advance, within five days of termination.
New Era Energy & Digital, Inc. terminated its Fourth Amended and Restated Equity Purchase Facility Agreement, which had permitted the company to sell up to $1.0 billion of common stock to an investor during a future commitment period. The company delivered notice on October 16, 2025, with termination effective October 24, 2025.
The company stated it is sufficiently capitalized and does not expect to sell any additional shares to the investor. No termination penalties will be incurred. This removes a potential equity drawdown path without cost, while signaling confidence in current liquidity.
New ERA Energy & Digital, Inc. (NUAI) disclosed that The Nasdaq Stock Market LLC notified the company it was not in compliance with Nasdaq Listing Rule 5450(b)(2)(A), which requires a market value of listed securities of at least $50,000,000. The company did not originally regain compliance within the cure period and had scheduled an appeal with a Hearings Panel for October 16, 2025. Subsequent notice states the company cured the deficiency and is now in compliance with all continued listing standards. The filing attaches a press release dated October 10, 2025 and is signed by CEO E. Will Gray II. It lists Common Stock (NUAI) and Warrants (NUAIW) as Nasdaq‑listed securities.
New Era Energy & Digital, Inc. describes actions taken to address Nasdaq listing issues tied to its market value of listed securities falling below the $50,000,000 minimum. The company previously received a Nasdaq notice and requested a hearing, now scheduled for October 16, 2025, which temporarily stays delisting.
Since June 30, 2025, it issued and sold 17,266,344 shares of common stock for $13,813,206 under an equity purchase facility. Over the same period, the holder of its senior secured convertible notes converted $6,119,409 of the original $8,755,858 principal into 6,125,000 common shares, and the company repaid the remaining balance on October 1, 2025, eliminating this secured debt and obtaining a lien release.
The company believes these steps mean it now meets the stockholders’ equity requirement for continued listing on The Nasdaq Global Market, while cautioning that this is a preliminary estimate ahead of completing its financial closing procedures for the quarter ended September 30, 2025.
New Era Energy & Digital, Inc. reports that Nasdaq has notified the company it is not in compliance with the Nasdaq Global Market rule requiring a minimum market value of listed securities of $50,000,000. The company failed to regain compliance by September 2, 2025 and is now subject to potential delisting unless it secures relief from a Nasdaq Hearings Panel.
The company plans to request a hearing, which will temporarily halt delisting actions while it presents a plan to meet continued listing standards. Management is evaluating options that include raising additional capital to increase shareholders’ equity above $2.5 million and/or issuing more common stock in a PIPE or similar transaction to reach at least $35 million in market value, which would support a potential transfer to the Nasdaq Capital Market if other requirements are satisfied.