New Era Energy & Digital Revises Financing and Capital Structure

New Era Energy & Digital ( (NUAI) ) has issued an announcement.

On February 1, 2026, New Era Energy & Digital, Inc. amended its financing arrangements with ATW AI Infrastructure II LLC, abandoning a planned preferred stock issuance while securing a partial waiver of anti-dilution protections that reset the exercise prices of existing warrants to $2.00 per share and increased the total underlying common shares to 16.2 million, alongside expanded flexibility on variable rate transactions, equity issuance and capital actions. The updated agreement also introduced cashless exercise provisions, adjusted registration and administrative requirements, and a forced exercise mechanism, moves that reshape the company’s capital structure and give management added leeway to fund its large-scale data center development pipeline. Separately, effective January 28, 2026, the board appointed Charles Nelson, a long-standing director instrumental in the company’s strategic shift toward digital infrastructure, as president and chief operating officer, and entered into a new employment agreement that includes $550,000 in base salary, performance-based bonus eligibility, severance protections and significant equity incentives. Nelson received inducement awards of 1,221,345 time-vesting RSUs and 3,664,036 performance-based PSUs tied to milestones such as securing a hyperscale customer, closing project financing and bringing a fully leased 200-megawatt data center campus with at least $100 million in annual revenue into operation, aligning his compensation with execution of New Era’s power-first data center strategy. In parallel, on January 29, 2026, the company signed an amended and restated employment agreement with CEO E. Will Gray II that mirrors Nelson’s compensation and equity structure, reinforcing a leadership team whose rewards are closely linked to long-term value creation and successful build-out of the Texas Critical Data Centers platform.

More about New Era Energy & Digital

New Era Energy & Digital, Inc. (Nasdaq: NUAI) is a developer and operator of next-generation digital infrastructure and integrated power assets, focused on building large-scale AI and high-performance computing data center campuses in the Permian Basin. The company is developing Texas Critical Data Centers LLC, a 438-acre site in Ector County, Texas, master-planned as a multi-phase campus expected to scale beyond 1 gigawatt of capacity, offering powered land and powered shells as turnkey solutions for hyperscale, enterprise and edge operators seeking to accelerate deployment, optimize costs and future-proof their infrastructure.

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Current Market Cap: $367.9M

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