New ERA Energy & Digital, Inc. 8-K

What Happened

• New ERA Energy & Digital, Inc. filed an 8-K reporting an Amended and Restated Consent and Waiver with ATW AI Infrastructure II LLC dated February 1, 2026. The parties abandoned a contemplated preferred stock issuance and agreed to partially waive anti‑dilution protections in two investor warrants so each warrant’s exercise price is adjusted only to $2.00. After that adjustment, the First Tranche Warrant is exercisable into 5.5 million shares and the Second Tranche Warrant into 10.7 million shares of common stock. The amendment also includes waivers of certain transactional restrictions (e.g., Variable Rate Transactions), administrative updates (cashless exercise after 75 days if registration is not effective, registration rights, transfer agent instruction letter) and a forced-exercise right for the company if conditions are met.
• The company also announced executive changes: on January 28, 2026 the Board appointed director Charles Nelson as President and Chief Operating Officer. The 8-K discloses Nelson’s employment agreement, equity awards, and severance terms, and an amended employment agreement for CEO E. Will Gray II effective January 1, 2026 (with similar compensation terms plus a $1,500 monthly car allowance).

Key Details

• Amended Waiver date: February 1, 2026; counterparty: ATW AI Infrastructure II LLC.
• Warrant adjustments: exercise price set to $2.00; First Tranche = 5,500,000 shares; Second Tranche = 10,700,000 shares.
• Nelson appointment and pay: President & COO effective January 28, 2026; base salary $550,000; target annual bonus up to 40% of base salary.
• Equity and severance: Nelson granted 3,664,036 PSUs (performance shares) and 1,221,345 RSUs; severance if terminated without cause or for good reason = 100% of base pay (150% after a change in control) plus bonus and health premium coverage; CEO Gray received amended agreement effective Jan 1, 2026 with similar PSUs/RSUs and a $1,500/month car allowance.

Why It Matters

• Dilution and share overhang: the waiver fixes warrant exercise prices at $2.00 and specifies ~16.2 million total common shares issuable on exercise, which is material for existing shareholders because it affects potential dilution and share count.
• Financing flexibility: the investor’s waivers of certain transaction restrictions and administrative changes (cashless exercise, registration rights, forced exercise) give the company more flexibility to manage financing, liquidity and capital structure going forward.
• Executive governance and compensation: naming a new President & COO and amending the CEO’s deal — including sizable PSU/RSU grants and severance protections — are material governance events that affect management incentives and potential future equity dilution. Investors should note the specific dollar amounts and share figures disclosed.