8-K - New Era Energy & Digital, Inc. | StockGist

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New Era Energy & Digital, Inc. amended property deeds to eliminate certain repurchase rights for $4.35 million and issued 2.09 million shares of common stock to SharonAI, Inc. as part of a purchase agreement.

Key Takeaways

1Subsidiary Texas Critical Data Centers LLC amended property deeds, eliminating Grow Odessa's broad repurchase rights for a narrower one tied to construction start within two years.

2The company agreed to pay $4.35 million for the deed amendments, with $1 million in cash and $3.35 million via a promissory note due July 20, 2026.

3The promissory note carries a 3.7% annual interest rate, with a default rate of the lesser of 10% or the maximum Texas legal rate.

4The company issued 2,091,351 shares of common stock to SharonAI, Inc. as part of a purchase agreement, exempt from registration under Section 4(a)(2) of the Securities Act.

Current Report Details

Event Type

Material Agreement

Securities Issuance

Exhibits On

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement. Amendment to Special Warranty Deeds On March 25, 2026, Texas Critical Data Centers LLC (“ TCDC ”), a wholly owned su

Material Agreement

$4.3M$3.3M$1.0M

Source Document

3.02

Unregistered Sales of Equity Securities.** On March 31, 2026, pursuant to that certain Membership Interest Purchase Agreement (the “ Purchase Agreement ”), date

Securities Issuance

9.01

Financial Statements and Exhibits. (d) Exhibits. | Exhibit Number | | Description | |---|---|---| | 4.1 | | Promissory Note, dated March 25, 2026. | | 10.1 | |

Exhibits Only

Transaction Details

Material Agreement

Agreement: Deed Amendments and Promissory Note
Parties: Texas Critical Data Centers LLC, Odessa Industrial Development Corporation, d/b/a Grow Odessa

•Elimination of certain repurchase rights
•Aggregate payment of $4,347,500
•$1,000,000 payable in cash
•$3,347,500 payable via promissory note
•New repurchase right triggered only if construction of Phase I not initiated within 24 months of recording

Exhibits (4)

10.1

AMENDMENT TO SPECIAL WARRANTY DEED (235 ACRES), DATED MARCH 25, 2026, BY AND BETWEEN TEXAS CRITICAL DATA CENTERS LLC AND ODESSA INDUSTRIAL DEVELOPMENT CORPORATION D/B/A GROW ODESSA

10.2

AMENDMENT TO SPECIAL WARRANTY DEED (205 ACRES), DATED MARCH 25, 2026, BY AND BETWEEN TEXAS CRITICAL DATA CENTERS LLC AND ODESSA INDUSTRIAL DEVELOPMENT CORPORATION D/B/A GROW ODESSA

4.1

PROMISSORY NOTE, DATED MARCH 25, 2026

8-K

CURRENT REPORT