Big Digital Energy, Inc.
For the period ended Mar 31, 2026. Filed May 14, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 14, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001213900-25-110839
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001213900-26-056680
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 106 previous paragraphs and 75 current paragraphs.
31 unchanged; 33 reworded; 11 added; 33 removed; 9 previous and 0 current paragraphs rearranged.
Tables are not compared: 33 previous and 28 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
Energy management revenues for the three months ended March 31, 2026 and 2025, were $1.2 million and $3.1 million, respectively. This represented a 61% decrease or a decrease of $1.9 million, compared to the same period in 2025. The decrease was primarily attributable to changes to miner specification requirements for curtailment program participation beginning in 2026, in which the Company’s mining fleet did not achieve the target life expectancy.
Current report
Selling, general and administrative expenses for the three months ended March 31, 2026 and 2025 were $7.6 million and $5.8 million, respectively, an increase of $1.8 million, or 32%, from period to period. The increase was primarily due to higher legal and professional fees, offset by lower payroll tax expenses caused by lower share-based payment vesting activities in March 31, 2026 as compared to 2025.
Current report
Stock-based compensation expenses for the three months ended March 31, 2026 and 2025 were $0.4 million and $2.1 million, respectively. The decrease was primarily due to a reduction in new award issuances and the completion of service-based vesting conditions from awards issued over the prior two years.
Current report
During the three months ended March 31, 2026, we reached a confidential settlement with Ionic Digital Mining LLC (“Ionic”) to resolve all claims Ionic brought against us and two of our subsidiaries related to the Celsius Colocation Agreement, all settlement amounts have already been paid. In addition, the Company entered a separate, unrelated settlement to resolve a customer dispute over a hosting arrangement. These two settlements resulted in the Company recognizing gains on legal settlements of $10.2 million.
Current report
On April 27, 2026, the Company entered into a Joint Mining Agreement with Big Digital Energy, LLC (BDE”), (the “Colocation Agreement” or “Agreement”). Through the Agreement, Management desires to bring real revenue into the Company in the short term while pursuing its goal to move its operations away from Bitcoin mining towards selectively monetizing excess capacity where economically prudent and aligned with shareholder value creation. The Company’s core strategy is to optimize the utilization of each megawatt by deploying it toward the highest-value applications, with current priority given to future expansion into AI and high-performance computing (“HPC”) data center developments. BDE is deemed an affiliate of the Company because it is owned and/or controlled by Josh Kilgore, Phillip Stanley, and Cody Smith, who also serve as members of the Company’s Board of Directors. Entities affiliated with Mr. Kilgore, Mr. Smith, and Mr. Stanley hold 60%, 20%, and 20% ownership interests, respectively, in BDE.
Current report
Under the terms of the Colocation Agreement, BDE will purchase and deliver approximately 25,000 s19xp mining computers, and Big Digital will provide BDE with approximately 75MW of computing capacity at its facility in Midland, PA. Ownership of the miners will transfer to the Company after BDE reaches its stated return on investment as set forth in the Colocation Agreement. The Parties will operate under a 50%/50% profit-sharing structure, pursuant to which Big Digital will receive all cash net proceeds from the mining operations. The cash revenue will be used for general corporate purposes and asset purchases to ensure the Company’s use of all available power across its facility locations. As its share of the profit-sharing structure, BDE will receive monthly grants consisting of a combination of (i) shares of the Company’s common stock, where the number of shares will equal 20% of its share of the monthly cash net proceeds divided by 30-day volume weighted average price of the Company’s common stock (“VWAP”) on the grant date, and (ii) warrants to purchase the Company’s common stock, where the number of underlying shares will equal 80% of its share of the monthly cash net proceeds divided by $20. The warrants will allow BDE to purchase the Company’s common stock at an exercise price of $20 per share and will have a five-year term.
Current report
The total amount of cash the Company will receive from the Colocation Agreement will be largely dependent on the economics of mining during the term of the Agreement. The Agreement has a twelve-month term and may be terminated upon 30 days’ notice, subject to its conditional terms. Cash or other consideration equal to the monthly cash net proceeds will be paid in lieu of the securities, to the extent that (i) stockholder approval would otherwise be required for their issuance or the substitution is otherwise necessary to comply with Nasdaq listing standards or (ii) the substitution is approved by a majority of the independent members of the Company’s Board of Directors.
Current report
The process of reviewing potential strategic opportunities may be time consuming, distracting and disruptive to our business operations. Our management may devote significant time, and we may incur substantial costs in pursuing, evaluating and negotiating potential strategic options or capital-raising transactions and those efforts may not prove successful on a timely basis, or at all.
Current report
Any potential transaction may be dependent on a number of factors that may be beyond our control, for example, market conditions, industry trends or acceptable terms. We may ultimately determine that no transaction is in the best interest of our stockholders and there can be no assurance that we will pursue or enter into any transaction at all. There can be no assurance of the impact to the value of our Common Stock after the announcement or consummation of any strategic transaction. In addition, any perceived uncertainty regarding our future operations may limit our ability to retain or hire qualified personnel.
Current report
For the three months ended March 31, 2026, net cash provided by financing activities was $6.3 million and for the three months ended March 31, 2025, net cash used was $0.1 million. The cash provided by financing activities during the three months ended March 31, 2026, was primarily attributable to cash proceeds of $6.4 million from the issuance of our Common Stock under the ATM Program.
Current report
For the three- month period ended March 31, 2026 and 2025, the Company generated net income of $0.6 million and net loss of $0.3 million, respectively.
Removed paragraphs (33)
Previous report
Energy management revenues for the three months ended September 30, 2025 and 2024, were $5.4 million and $2.0 million, respectively. This represented a 176% increase or an increase of $3.5 million, compared to the same period in 2024. The increase was primarily attributable to the Company’s enhanced energy management programs, which leverage advanced software and analytics to optimize power usage in response to real-time grid conditions and market pricing signals. Energy management programs enable the Company to generate revenue and reduce energy costs by adjusting power consumption during periods of elevated demand or pricing volatility. Higher overall energy prices and greater grid demand variability during the 2025 period contributed to increased participation in energy management programs relative to 2024.
Previous report
Selling, general and administrative expenses for the three months ended September 30, 2025 and 2024 were $5.9 million and $6.0 million, respectively, a decrease of $0.2 million, or 3%, from period to period.
Previous report
Stock-based compensation (benefits) expenses for the three months ended September 30, 2025 and 2024 were $(1.4) million and $5.3 million, respectively. The benefit recognized during the 2025 period was due to the reversal of previously recognized share-based compensation expense due to the forfeiture of RSUs.
Previous report
Interest expenses for each of the three months ended September 30, 2025 and 2024, were $0.9 million and $0.8 million, respectively.
Previous report
Income tax benefit (expense)
Previous report
Enactment of the “One Big Beautiful Bill Act” (OBBBA)
Previous report
On July 4, 2025, President Donald Trump signed into law the OBBBA. The OBBBA contains several changes to corporate taxation, including the restoration of 100% bonus depreciation, the introduction of new Section 174A permitting immediate expensing of domestic research and experimental (“R&E”) expenditures, modifications of Section 163(j) interest expense limitations, updates to rules governing global intangible low-taxed income (“GILTI”) and foreign-derived intangible income (“FDII”), amendments to energy credit provisions, and the expansion of Section 162(m) aggregation requirements.
Previous report
Under U.S. GAAP, the effects of changes in tax laws are recognized in the period in which the new law is enacted. The Company analyzed the impact of the OBBBA for this Quarterly Report and determined the impact to be immaterial, primarily due to the Company’s full valuation allowance.
Previous report
Results of Operations – Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
Previous report
Revenues
Previous report
Digital colocation revenues for nine months ended September 30, 2025 and 2024, were $21.3 million and $25.9 million, respectively. This represented an 18% decrease or a decrease of $4.6 million, compared to the same period in 2024. The decrease in revenue was primarily attributable to a reduction in both the number of customers and the average contract size as compared to the 2024 period, offset by an increase in revenues of $2.0 million due to the settlement of contracts with former customers. In 2025, the Company entered into a profit-share agreement that generated lower revenue relative to traditional colocation arrangements but yielded higher overall profitability. The Company continues to enhance its digital colocation capabilities to expand its customer base and increase the number of machines utilizing its digital colocation infrastructure services.
Previous report
Energy management revenues for the nine months ended September 30, 2025 and 2024, were $13.6 million and $6.2 million, respectively. This represented a 121% increase or an increase of $7.5 million, compared to the same period in 2024. The increase was primarily attributable to the Company’s enhanced energy management programs, which leverage advanced software and analytics to optimize power usage in response to real-time grid conditions and market pricing signals. Energy management programs enable the Company to generate revenue and reduce energy costs by adjusting power consumption during periods of elevated demand or pricing volatility. Higher overall energy prices and greater grid demand variability during the 2025 period contributed to increased participation in energy management programs relative to 2024.
Previous report
Digital assets mining revenues from self-mining of Bitcoin for the nine months ended September 30, 2025 and 2024, were $1.6 million and $11.6 million, respectively. This represented a decrease of $9.9 million compared to the same period in 2024. The decline in self-mining revenues was primarily driven by industry-wide conditions, including higher overall energy costs and increased network difficulty, which contributed to reduced Bitcoin production. In addition, the Company’s revenue mix continued to evolve during 2025, reflecting a strategic shift away from self-mining activities toward digital asset colocation services. This transition has resulted in a greater proportion of revenue being generated from colocation operations.
Previous report
Cost of revenue
Previous report
Operating Expenses
Previous report
Selling, general and administrative
Previous report
Selling, general and administrative expenses for the nine months ended September 30, 2025 and 2024 were $17.5 million and $13.1 million, respectively, an increase of $4.4 million, or 34%. The increase was primarily driven by higher external legal and litigation related expenses, employee compensation and the write-off of uncollectible customer accounts.
Previous report
Stock-based compensation
Previous report
Stock-based compensation expenses for the nine months ended September 30, 2025 and 2024 were $1.7 million and $11.3 million, respectively. The benefit recognized during the 2025 period was due to the reversal of previously recognized share-based compensation expense due to the forfeiture of RSUs.
Previous report
Depreciation and amortization
Previous report
During the nine months ended September 30, 2025 and 2024, there was a gain on the fair value of the derivative asset of $0.7 million and a loss on the fair value of the derivative asset of $0.9 million, respectively, in relation to our power supply arrangements. The increase in the fair value of the derivative asset during 2025 was primarily driven by higher volatility and elevated forward energy prices, which increased the expected value of the Company’s hedge position. In contrast, the decrease in 2024 reflected a more stable energy price environment with limited forward price movement.
Previous report
Non-operating income (expense)
Previous report
Interest expenses for the nine months ended September 30, 2025 and 2024, were $2.5 million and $2.3 million, respectively.
Previous report
During the nine months ended September 30, 2025, loss on foreign currency transactions was $1.1 million. During the nine months ended September 30, 2024, loss on foreign currency transactions was $0.5 million. This difference was due to higher Australian Dollar denominated liabilities in 2025 compared with 2024 and movement in the foreign exchange rate.
Previous report
During the nine months ended September 30, 2024, the Company recognized a deconsolidation loss of $12.4 million. This loss was as a result of three Australian entities and subsidiaries, MIG No.1, Mawson AU and Mawson SPL, proceeding into Australian court appointed liquidation and accordingly these subsidiaries were deconsolidated. The deconsolidation loss recorded was due to the removal of the net assets and certain liabilities of this subsidiary from the condensed consolidated financial statements. See Note 3 – Australian Subsidiaries Deconsolidation to the Consolidated Condensed Financial Statements (Unaudited) in Item 1. Financial Statements, for further discussion of MIG No. 1.
Previous report
Enactment of the “One Big Beautiful Bill Act”
Previous report
On July 4, 2025, President Donald Trump signed into law the reconciliation tax bill, commonly referred to as the OBBBA. The OBBBA contains several changes to corporate taxation, including the restoration of 100% bonus depreciation, the introduction of new Section 174A permitting immediate expensing of R&E expenditures, modifications of Section 163(j) interest expense limitations, updates to rules governing GILTI and FDII, amendments to energy credit provisions, and the expansion of Section 162(m) aggregation requirements.
Previous report
Under U.S. GAAP, the effects of changes in tax laws are recognized in the period in which the new law is enacted. The Company analyzed the impact of the OBBBA for this Quarterly Report and determined the impact to be immaterial, primarily due to the Company’s full valuation allowance.
Previous report
On October 13, 2025, the Company voluntarily terminated its Prior Sales Agreement with Roth Capital Partners, LLC and A.G.P./Alliance Global Partners. Under the terms of the Prior Sales Agreement, the Company had the right to sell shares of its Common Stock having an aggregate sales price of up to $12 million, from time to time, through an “at the market offering” program. No sales of shares of Common Stock were made under the Prior Sales Agreement. Pursuant to its terms, the Company had the right to terminate the Prior Sales Agreement. In connection with the Prior Sales Agreement termination, no early termination penalties were incurred by the Company.
Previous report
We will pay Wainwright a commission in an amount equal to 3.0% of the gross proceeds from the sale of the Shares and have agreed to provide Wainwright with customary indemnification and contribution rights. In addition, we have agreed to reimburse Wainwright for fees and disbursements related to its legal counsel in an amount not to exceed $50,000. Additionally, pursuant to the terms of the Sales Agreement, we agreed to reimburse Wainwright for the documented fees and costs of its legal counsel reasonably incurred in connection with Wainwright’s ongoing due diligence from time to time arising from the transactions contemplated by the Sales Agreement in an amount not to exceed $2,500 in the aggregate per due diligence update. The Sales Agreement contains customary representations and warranties and conditions to the sale of the Shares pursuant thereto.
Previous report
We are not obligated to sell any of the Shares under the Sales Agreement and may at any time suspend solicitation and offers thereunder. The offering of Shares pursuant to the Sales Agreement will terminate on the earlier of (1) the sale, pursuant to the Sales Agreement, of Shares having an aggregate offering price of $9.6 million and (2) the termination of the Sales Agreement by either us or Wainwright, as permitted therein.
Previous report
For the nine months ended September 30, 2025 and 2024, net cash used in financing activities was $0.3 million and $0.7 million, respectively. The cash used in financing activities during the nine months ended September 30, 2025 and September 30, 2024, was primarily attributable to lease payments and loan payments.
Previous report
For the nine- month period ended September 30, 2025 and 2024, the Company incurred a net loss attributed to Mawson common stockholders of $5.9 million and $41.6 million, respectively, a decrease in financial loss of $35.7 million.
Reworded paragraphs (33)
Previous wording
Throughout this report, unless otherwise designated, the terms “we,” “us,” “our,” the “Company,” and “Mawson,” refer to Mawson Infrastructure Group Inc., a Delaware corporation, Cosmos Trading Pty Ltd, Cosmos Infrastructure LLC, Cosmos Manager LLC, MIG No.1 Pty Ltd (on March 19, 2024, MIG No.1 Pty Ltd was placed into a court appointed liquidation and wind-up process), MIG No.1 LLC, Mawson AU Pty Limited (on April 23, 2024, Mawson AU Pty Ltd was placed into a court appointed liquidation and wind-up process), Mawson Services Pty Ltd (on April 29, 2024, Mawson Services Pty Ltd was placed into a court appointed liquidation and wind-up process), Mawson Bellefonte LLC, Luna Squares LLC, Luna Squares Repairs LLC, Luna Squares Property LLC, Mawson Midland LLC, Mawson Ohio LLC, Mawson Hosting LLC and Mawson Mining LLC.
Current wording
Throughout this report, unless otherwise designated, the terms “we,” “us,” “our,” the “Company,” and “Big Digital,” refer to Big Digital Energy, Inc., a Delaware corporation, Cosmos Infrastructure LLC, Luna Squares LLC, , Mawson Bellefonte LLC, Luna Squares Repairs LLC, Luna Squares Property LLC, Mawson Midland LLC, Mawson Ohio LLC, Mawson Hosting LLC, Mawson Mining LLC and Mawson Capital LLC.
Previous wording
This report, our Quarterly Reports on Form 10-Q filed with the SEC on May 15, 2025 and August 14, 2025, and the 2024 Form 10-K identify important factors which could cause our actual results to differ materially from those indicated by the forward-looking statements, including those set forth under Item 1A. “Risk Factors” below.
Current wording
This report, and the 2025 Form 10-K identify important factors which could cause our actual results to differ materially from those indicated by the forward-looking statements, including those set forth under Item 1A. “Risk Factors” below.
Previous wording
The risk factors included in this Quarterly Report on Form 10-Q, our Quarterly Reports on Form 10-Q filed with the SEC on May 15, 2025 and August 14, 2025, and on the 2024 Form 10-K are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Given these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The following important factors, among others, could affect future results and events, causing those results and events to differ materially from those expressed or implied in our forward-looking statements:
Current wording
The risk factors included in this Quarterly Report on Form 10-Q, and in the 2025 Form 10-K are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Given these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The following important factors, among others, could affect future results and events, causing those results and events to differ materially from those expressed or implied in our forward-looking statements:
Previous wording
Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to, the risk factors set out in Item 1A. Risk Factors in this Quarterly Report on Form 10-Q, our Quarterly Reports on Form 10-Q filed with the SEC on May 15, 2025 and August 14, 2025, and in our 2024 Form 10-K**.**
Current wording
Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to, the risk factors set out in Item 1A. Risk Factors in this Quarterly Report on Form 10-Q, and in our 2025 Form 10-K.
Previous wording
All forward-looking statements attributable to us or persons acting on our behalf speak only as of the date of this report and are expressly qualified in their entirety by the cautionary statements included in this report. We undertake no obligation to update or revise forward-looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events. In evaluating forward-looking statements, you should consider these risks and uncertainties.
Current wording
All forward-looking statements attributable to us or persons acting on our behalf speak only as of the date of this report and are expressly qualified in their entirety by the cautionary statements included in this report. We undertake no obligation to update or revise forward-looking statements to reflect events or circumstances that arise after the date they are made or to reflect the occurrence of unanticipated events. In evaluating forward-looking statements, you should consider these risks and uncertainties.
Previous wording
The Company manages and operates digital infrastructure platforms and data centers delivering a total current capacity of approximately 129 MW with its current operational sites, with additional future capacity under development, all strategically located in locations served by the PJM Energy Market in the United States. The PJM Energy Market is the largest wholesale power market in North America.
Current wording
The Company manages and operates digital infrastructure platforms and data centers delivering a total current capacity of approximately 129 MW with its current operational sites, with additional future capacity under development, all strategically located in locations served by the PJM Energy Market in the United States. The PJM Energy Market is among the largest wholesale power markets in North America.
Previous wording
In October 2025, we announced the launch of a graphics processing unit (“GPU”) pilot program on a major, leading decentralized AI network. Our GPU pilot’s overarching objective is to build a repeatable, scalable framework that proves a path for us to expand our role as an AI cloud or infrastructure provider across its U.S. sites. The initial phase of the project is an aggressive 100-day plan to retrieve performance data, evaluate project economics, and test market fit. Comprehensive analysis throughout the pilot will be executed to ensure the security, reliability, and commercial viability of our design.
Current wording
In October 2025, we announced the launch of a graphics processing unit (“GPU”) pilot program on a major, leading decentralized AI network. Our GPU pilot’s overarching objective is to build a repeatable, scalable framework that proves a path for us to expand our role as an AI cloud or infrastructure provider across its U.S. sites. Since launch, the GPU pilot has outperformed competing marketplace offerings on GPU performance benchmarks for deep-learning tasks, while maintaining competitive bandwidth metrics at a limited scale. Analysis of runtime optimization, pricing dynamics and network placement has contributed to our growing internal technical expertise and stress-tested infrastructure assumptions for future GPU deployments. We continue to refine our listing strategy, expand certification coverage, and collect data in order to accelerate deployment speed and scale in subsequent GPU rollouts. Due to supply chain delays, the pilot program remains ongoing.
Previous wording
Digital colocation revenues for the three months ended September 30, 2025 and 2024, were $7.2 million and $9.5 million, respectively. This represented a 25% decrease or a decrease of $2.4 million, compared to the same period in 2024. The decrease in revenue was primarily attributable to a reduction in both the number of customers and the average contract size as compared to the 2024 period, offset by an increase in revenues of $2.0 million due to the settlement of contracts with former customers. In 2025, the Company entered into a profit-share agreement that generated lower revenue relative to traditional colocation arrangements but yielded higher overall profitability. The Company continues to enhance its digital colocation capabilities to expand its customer base and increase the number of machines utilizing its digital colocation infrastructure services.
Current wording
Digital colocation revenues for the three months ended March 31, 2026 and 2025, were $3.5 million and $10.4 million, respectively. This represented a 66% decrease or a decrease of $6.9 million, compared to the same period in 2025. The decrease in revenue was primarily attributable to a reduction in both the number of customers and the average contract size as compared to the 2025 period. One customer, Consensus Technology Group LLC, accounted for $7.0 million of the decrease.
Previous wording
Digital assets mining revenues from self-mining of Bitcoin for the three months ended September 30, 2025 and 2024, were $0.6 million and $0.8 million, respectively. This represented a decrease of $0.2 million compared to the same period in 2024. The decline was primarily driven by industry-wide conditions, including higher overall energy costs and an increase in global network difficulty, both of which contributed to lower Bitcoin production from self-mining activities.
Current wording
Digital assets mining revenues from self-mining of Bitcoin for the three months ended March 31, 2026 and 2025, were $0.1 million and $0.3 million, respectively. This represented a decrease of $0.2 million compared to the same period in 2025. The decline was primarily driven by industry-wide conditions, including higher overall energy costs and an increase in global network difficulty, both of which contributed to lower Bitcoin production from self-mining activities.
Previous wording
Cost of revenues for the three months ended September 30, 2025 and 2024, were $4.6 million and $8.0 million, respectively. This decrease of $3.4 million, or 42%, in cost of revenues compared to the same period in 2024 was attributable to lower energy consumption from reduced digital colocation services and digital asset mining from self-mining, partially offset by higher average energy prices during the 2025 period.
Current wording
Cost of revenues for the three months ended March 31, 2026 and 2025, were $3.8 million and $7.9 million, respectively. This decrease of $4.1 million, or 52%, in cost of revenues compared to the same period in 2025 was attributable to lower energy consumption from reduced digital colocation services and digital asset mining from self-mining, partially offset by higher average energy prices during the 2026 period.
Previous wording
Our operating expenses include: selling, general and administrative expenses; stock-based compensation; change in fair value of derivative asset; and depreciation and amortization.
Current wording
Our operating expenses include: selling, general and administrative expenses; stock-based compensation; depreciation and amortization; and change in fair value of derivative asset.
Previous wording
Depreciation and amortization for the three months ended September 30, 2025 and 2024, were $1.3 million and $3.6 million, respectively. The lower depreciation and amortization expense is the result of liquidation and an increased number of the Company’s digital asset mining hardware being fully depreciated compared to prior periods.
Current wording
Depreciation and amortization for the three months ended March 31, 2026 and 2025, were $1.2 million and $1.5 million, respectively. The lower depreciation and amortization expense is the result of an increased number of the Company’s digital asset mining hardware being fully depreciated compared to prior periods.
Previous wording
During the three months ended September 30, 2025 and 2024, there was a loss on the fair value of the derivative asset of $1.2 million and $0.8 million, respectively, in relation to our power supply arrangements. Changes in energy market prices and volatility impacted the fair value of the hedge during these periods.
Current wording
During the three months ended March 31, 2026 and 2025, there was a gain on the fair value of the derivative asset of $0.1 million and $4.1 million, respectively. The change in fair value is primarily due to decreasing volatility in fair value due to the shorter remaining term of the power supply agreements.
Previous wording
Non-operating income (expense) consists primarily of interest expenses, gain (loss) on foreign currency transactions, loss on deconsolidation and other income and expenses.
Current wording
Non-operating income (expense) consists primarily of interest expenses, gain (loss) on foreign currency transactions, gain on legal settlements, and other income and expenses.
Previous wording
During the three months ended September 30, 2025, loss on foreign currency transactions was $0.3 million. During the three months ended September 30, 2024, loss on foreign currency transactions was $0.4 million.
Current wording
During the three months ended March 31, 2026, loss on foreign currency transactions was $0.4 million. During the three months ended March 31, 2025, loss on foreign currency transactions was $0.1 million. The difference is due to the impact of changes in the US Dollar and Australian Dollar exchange rate on intercompany transactions.
Previous wording
The Company recorded income tax benefit (expense) of approximately (22.3)% of income before income taxes and 5.0% of loss before income taxes for the three-month periods ended September 30, 2025 and 2024, respectively. The difference in the income tax benefit (expense) for the three-month period ended September 30, 2025 versus the three-month period ended September 30, 2024 relates mainly to differences in estimated interest and penalty accruals included in the current payable for each of those periods, as well as changes in estimates regarding the realizability of deferred tax balances that impact the Company’s deferred tax expense. For the 2025 period, the interest and penalties only relate to the incremental increase during the three-month period ended September 30, 2025 while the 2024 interest and penalties relate to both the three-month period ended September 30, 2024 and prior periods beginning in 2021.
Current wording
The Company recorded income tax expense of approximately 17.8% of income before income taxes and (54.8)% of loss before income taxes for the three months ended March 31, 2026 and 2025, respectively. The difference in the income tax expense for the three months ended March 31, 2026 versus the three months ended March 31, 2025 relates mainly to differences in estimated interest and penalty accruals included in the current payable for each of those periods, as well as changes in estimates regarding the realizability of deferred tax balances that impact the Company’s deferred tax expense.
Previous wording
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures. For the nine months ended September 30, 2025, we financed our operations primarily through cash flow provided by operating activities and other cash reserves.
Current wording
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures. For the three months ended March 31, 2026, we financed our operations primarily through cash from operations, proceeds from our ATM Program and other cash reserves.
Previous wording
On October 16, 2025, we entered into the Sales Agreement with Wainwright to sell Shares of our Common Stock having an aggregate sales price of up to $9.6 million, from time to time, through an “at the market offering” program under which Wainwright will act as sales agent. The sales, if any, of Shares made under the Sales Agreement will be made by any method that is deemed an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.
Current wording
On October 16, 2025, the Company entered into an At the Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”) to sell shares (the “Shares”) of our Common Stock having an aggregate sales price of up to $9.6 million, from time to time, through an “at-the-market” offering program (the “ATM Program”) under which Wainwright will act as sales agent. On December 11, 2025, the Company filed a prospectus supplement (the “Prospectus Supplement”) with the SEC to increase the capacity of the ATM Program by $40 million.
Previous wording
As of November 12, 2025, we have sold 1,355,215 shares of Common Stock under the Sales Agreement at an average price of $1.28 per share, which has resulted in net proceeds to us of $1.7 million.
Current wording
During the three months ended March 31, 2026, the Company has sold 1,586,774 shares of Common Stock under the Sales Agreement at an average price of approximately $4.18 per share, which has resulted in cash proceeds to the Company of $6.4 million, net of issuance costs.
Previous wording
We believe our near-term working capital requirements will continue to be funded through a combination of the cash we expect to generate from future operations, our existing funds, external debt facilities that may be available to use, future issuances of shares, and other potential sources of capital, monetization, or funds. We believe a combination of these opportunities are expected to be adequate to fund our operations over the next twelve months. For our business growth, it is expected we may continue investing in expanding and/or upgrading our infrastructure and/or other equipment and will require additional working capital in the short-term and long-term. As of September 30, 2025, we had an aggregate of $24.2 million of debt, all of which is overdue for repayment unless we refinance, renegotiate the terms, or prevail in our disputes and/or related claims and/or counterclaims. In addition, the Celsius deposit of $15.3 million is the subject of an ongoing legal dispute in arbitration with Mawson and Celsius having claims and counterclaims. See Note 9 – Commitments and Contingencies, Celsius Promissory Note and Digital Colocation Agreement to the unaudited consolidated condensed financial statements included in Item 1. “Financial Statements” of this Quarterly Report.
Current wording
We believe our near-term working capital requirements will continue to be funded through a combination of the cash we expect to generate from future operations, our existing funds, external debt facilities that may be available to use, future issuances of shares, and other potential sources of capital, monetization, or funds. We believe a combination of these opportunities is expected to be adequate to fund our operations over the next twelve months. For our business growth, it is expected we may continue to invest in expanding and/or upgrading our infrastructure and/or other equipment and will require additional working capital in the short-term and long-term. As of March 31, 2026, we had an aggregate of $26.5 million of debt, all of which is overdue for repayment unless we refinance, renegotiate the terms, or prevail in our disputes and/or related claims and/or counterclaims.
Previous wording
We will need to raise substantial additional capital to continue our operations, execute our business strategy and meet our debt service obligations. We may not be able to raise adequate capital on a timely basis, on favorable terms, or at all. Our inability to raise sufficient capital would have a material adverse effect on our financial condition and business.
Current wording
We will need to raise substantial additional capital to continue our operations, execute our business strategy and meet our debt service obligations. We expect to continue to consider and evaluate potential strategic options and capital-raising transactions including, among other things, dispositions of certain businesses and assets and significant equity investments in us by third parties. Any capital-raising through equity or convertible debt could result in significant dilution to existing stockholders. In addition, newly issued securities may have rights, preferences, or privileges senior to those of our common shares. We may not be able to raise adequate capital on a timely basis, on favorable terms, or at all. Our inability to raise sufficient capital would have a material adverse effect on our financial condition and business.
Previous wording
As of September 30, 2025 and December 31, 2024, we had a cash and cash equivalent balance of $2.3 million and $6.1 million, respectively. As of September 30, 2025 and December 31, 2024, the trade receivables balance was $13.8 million and $15.2 million, respectively. As of September 30, 2025, we had $24.2 million of outstanding short-term loans, and as of December 31, 2024, we had $20.9 million of short-term loans. The short-term loans as of September 30, 2025, relate to the Celsius Promissory Note, W Capital Loan, Secured Convertible Promissory Notes and Marshall Loan (each of which is currently in default). Refer to “Material Cash Requirements” below for more information. As of September 30, 2025 and December 31, 2024, we had negative working capital of $38.7 million and $35.9 million, respectively.
Current wording
As of March 31, 2026 and December 31, 2025, we had a cash and cash equivalent balance of $2.4 million and $13.3 million, respectively. As of March 31, 2026 and December 31, 2025, the trade receivables balance was $10.5 million and $9.6 million, respectively. As of March 31, 2026, we had $26.5 million of outstanding short-term loans, and as of December 31, 2025, we had $25.2 million of short-term loans. The short-term loans as of March 31, 2026, relate to the Celsius Promissory Note, W Capital Loan, Secured Convertible Promissory Notes and Marshall Loan (each of which is currently in default). Refer to “Material Cash Requirements” below for more information. As of March 31, 2026 and December 31, 2025, we had negative working capital of $22.8 million and $31.3 million, respectively.
Previous wording
The following table presents the major components of net cash flows (used in) provided by operating, investing and financing activities for the nine months ended September 30, 2025 and 2024:
Current wording
The following table presents the major components of net cash flows (used in) provided by operating, investing and financing activities for the three months ended March 31, 2026 and 2025:
Previous wording
For the nine months ended September 30, 2025, net cash used in operating activities was $3.4 million and for the nine months ended September 30, 2024, net cash provided by operating activities was $3.1 million. We had a net loss of $5.9 million for the nine months ended September 30, 2025, which included $0.7 million of gain on derivative asset, $0.4 million benefit from stock-based compensation, $4.3 million of depreciation and amortization expense, $1.0 million of provision for doubtful accounts and $2.5 million of non-cash interest expense. We had a net loss of $41.8 million for the nine months ended September 30, 2024, which included $13.0 million loss on deconsolidation, $16.2 million of depreciation and amortization expense, $11.3 million of stock-based compensation expense, and $0.9 million of loss on derivative asset.
Current wording
For the three months ended March 31, 2026, net cash used in operating activities was $17.1 million. We had a net gain of $0.6 million for the three months ended March 31, 2026, which included $10.2 million of gain on legal settlements, $0.1 million gain on other income, $0.4 million non-cash stock-based compensation, $1.2 million of depreciation and amortization expense and $0.9 million of interest expense. For the three months ended March 31, 2025, net cash used in operating activities was $0.5 million. We had a net loss of $0.3 million for the three months ended March 31, 2025, which included $1.5 million of depreciation and amortization expense, $2.1 million of stock-based compensation expense, and $4.1 million of gain on derivative asset.
Previous wording
For the nine months ended September 30, 2025, net cash used in investing activities was $0.1 million and for the nine months ended September 30, 2024, net cash used in investing activities was $1.1 million. The net cash used in investing activities during the nine months ended September 30, 2024, was primarily attributable to capital expenditures partially offset by proceeds from sale of certain non-utilized equipment.
Current wording
For the three months ended March 31, 2026, net cash used in investing activities was $0.04 million. The net cash used in investing activities during the three months ended March 31, 2026, was primarily attributable to capital expenditures partially offset by proceeds from sale of certain non-utilized equipment.
Previous wording
The Company is included as a guarantor of the Marshall Loan. The loan matured in February 2024 and bears interest at a rate of 12% per annum (with an overdue rate provision of an additional 500bps), payable monthly with interest payments that commenced in December 2021. This loan facility is secured by direct assets of MIG No.1 and a general security agreement given by the Company. Principal repayments began during November 2022. There has been no principal and interest payments made since May 2023. The outstanding balance including interest is $11.9 million as of September 30, 2025, all of which is currently classified as a current liability.
Current wording
The Company is included as a guarantor of the Marshall Loan. The loan matured in February 2024 and bears interest at a rate of 12% per annum (with an overdue rate provision of an additional 500bps), payable monthly with interest payments that commenced in December 2021. This loan facility is secured by direct assets of MIG No.1 and a general security agreement given by the Company. Principal repayments began during November 2022. There has been no principal and interest payments made since May 2023. The outstanding balance including interest is $13.5 million as of March 31, 2026, all of which is currently classified as a current liability.
Previous wording
The Company is included as a guarantor of the W Capital Loan. As of September 30, 2025, the balance was AUD $2.4 million (USD $1.6 million) representing outstanding interest, all of which is currently classified as a current liability. The W Capital Loan accrues interest daily at a rate of 12% per annum (with an overdue rate provision of an additional 800bps). The W Capital Loan expired in March 2023.
Current wording
The Company is included as a guarantor of the W Capital Loan. As of March 31, 2026, the balance was AUD $2.6 million (USD $1.8 million) representing outstanding interest, all of which is currently classified as a current liability. The W Capital Loan accrues interest daily at a rate of 12% per annum (with an overdue rate provision of an additional 800bps). The W Capital Loan expired in March 2023.
Previous wording
On February 23, 2022, Luna Squares entered into the Digital Colocation Agreement with Celsius Mining LLC. In connection with this agreement, Celsius Mining LLC loaned Luna Squares a principal amount of $20.0 million, for the purpose of funding the infrastructure required to meet the obligations of the Digital Colocation Agreement, for which Luna Squares issued the Celsius Promissory Note for repayment of such amount. The Celsius Promissory Note accrues interest daily at a rate of 12% per annum (with an overdue rate provision of an additional 200bps). Luna Squares is required to amortize the loan at a rate of 15% per quarter, principal repayments began at the end of September 2022. The Celsius Promissory Note had a maturity date of August 23, 2023. The outstanding balance including interest is $10.5 million as of September 30, 2025, all of which is currently classified as a current liability.
Current wording
On February 23, 2022, Luna Squares entered into the Digital Colocation Agreement with Celsius Mining LLC. In connection with this agreement, Celsius Mining LLC loaned Luna Squares a principal amount of $20.0 million, for the purpose of funding the infrastructure required to meet the obligations of the Digital Colocation Agreement, for which Luna Squares issued the Celsius Promissory Note for repayment of such amount. The Celsius Promissory Note accrues interest daily at a rate of 12% per annum (with an overdue rate provision of an additional 200bps). Luna Squares is required to amortize the loan at a rate of 15% per quarter, principal repayments began at the end of September 2022. The Celsius Promissory Note had a maturity date of August 23, 2023. The outstanding balance including interest is $11.1 million as of March 31, 2026, all of which is currently classified as a current liability.
Previous wording
On July 8, 2022, the Company issued the Secured Convertible Promissory Notes in exchange for an aggregate of $3.6 million in cash. On September 29, 2022, the Company entered into a letter variation relating to some of the Secured Convertible Promissory Notes, with an aggregate principal amount of $3.1 million, which gave those holders the option to elect for pre-payment (including accrued interest to maturity) subject to certain conditions. All of the investors included in this letter variation elected for the pre-payment option and therefore there were $3.1 million principal repayments made during November 2022. The final convertible noteholder who was not a party to this variation opted to enter into an arrangement whereby it received pre-payment of interest but agreed that repayment of the principal was not required therefore the remaining $0.50 million had been classified as a current liability. The convertible note matured in July 2023. Interest has been accrued from July 2023 onwards and therefore the outstanding balance is $0.1 million as of September 30, 2025, all of which is classified as a current liability. During 2024 the principal amount outstanding of $0.50 million was repaid to the investor.
Current wording
On July 8, 2022, the Company issued the Secured Convertible Promissory Notes in exchange for an aggregate of $3.6 million in cash. On September 29, 2022, the Company entered into a letter variation relating to some of the Secured Convertible Promissory Notes, with an aggregate principal amount of $3.1 million, which gave those holders the option to elect for pre-payment (including accrued interest to maturity) subject to certain conditions. All of the investors included in this letter variation elected for the pre-payment option and therefore there were $3.1 million principal repayments made during November 2022. The final convertible noteholder who was not a party to this variation opted to enter into an arrangement whereby it received pre-payment of interest but agreed that repayment of the principal was not required therefore the remaining $0.50 million had been classified as a current liability. The convertible note matured in July 2023. Interest has been accrued from July 2023 onwards and therefore the outstanding balance is $0.2 million as of March 31, 2026, all of which is classified as a current liability. During 2024 the principal amount outstanding of $0.50 million was repaid to the investor.
Previous wording
As of September 30, 2025, and December 31, 2024, we had current liabilities of $59.9 million and $61.9 million, respectively. As of September 30, 2025, and December 31, 2024, we had negative net assets of $9.4 million and $3.2 million, respectively. As of September 30, 2025, we had an accumulated deficit of $234.7 million compared to $228.8 million as of December 31, 2024. Our cash position of September 30, 2025, was $2.3 million in comparison to $6.1 million as of December 31, 2024.
Current wording
As of March 31, 2026, and December 31, 2025, we had current liabilities of $42.7 million and $58.8 million, respectively. As of March 31, 2026, and December 31, 2025, we had net assets of $4.3 million and negative net assets $3.1 million, respectively. As of March 31, 2026, we had an accumulated deficit of $251.8 million compared to $252.5 million as of December 31, 2025. Our cash position of March 31, 2026, was $2.4 million in comparison to $13.3 million as of December 31, 2025.
Previous wording
Our primary requirements for liquidity and capital are working capital, capital expenditures, public company costs and general corporate needs. In particular, we have large power usage costs, and other significant costs include our lease, operational, general costs and employee costs. We expect these capital and liquidity needs to continue as we further develop and grow our business. Our principal sources of liquidity have been and are expected to be our cash and cash equivalents, external debt facilities available to us and further issuances of shares.
Current wording
Our primary requirements for liquidity and capital are working capital, capital expenditures, public company costs and general corporate needs. In particular, we have large power usage costs, and other significant costs include our legal, lease, operational, and employee costs. We expect these capital and liquidity needs to continue as we further develop and grow our business. Our principal sources of liquidity have been and are expected to be our cash and cash equivalents, and further issuances of shares.
Previous wording
The Company continues to take steps to preserve cash by optimizing costs and negotiating with its suppliers to improve or extend their terms of trade. The Company has been improving its revenue generation by improving the efficiency of its operations and adding multiple, institutional colocation services customers. The Company will continue to seek to optimize its cashflows through these and other initiatives.
Current wording
The Company is taking steps to preserve cash by optimizing operations, reducing costs and pursuing efficiencies. The Company has been improving its revenue generation by enhancing its operations, driving growth in business lines, adding digital colocation services customers and diversifying its businesses. The Company will continue to seek to optimize its cash flows through these and other initiatives.
Previous wording
The Company reports all financial information required in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The Company believes, however, that evaluating its ongoing operating results will be enhanced if it also discloses certain non-GAAP information. Adjusted EBITDA, which is a non-GAAP financial measure, is defined by the Company as net loss plus income tax, depreciation and amortization, further adjusted by stock-based compensation, gain/loss on foreign currency, other non-operating income and expenses, change in fair value of derivative assets, provision for doubtful accounts, net of recoveries and loss on deconsolidation.
Current wording
The Company reports all financial information required in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The Company believes, however, that evaluating its ongoing operating results will be enhanced if it also discloses certain non-GAAP information. Adjusted EBITDA, which is a non-GAAP financial measure, is defined by the Company as net income (loss) plus income tax, depreciation and amortization, further adjusted by stock-based compensation, gain/loss on foreign currency, other non-operating income and expenses, change in fair value of derivative assets, gain on legal settlements, and bad debt expense.
Rearranged previous paragraphs (9)
Previous report — wording carried elsewhere
Non-operating income (expense) consist primarily of interest expenses, gain (loss) on foreign currency transactions, and other income and expenses.
Previous report — wording carried elsewhere
Our cost of revenue consists primarily of direct power costs related to digital asset mining and colocation services and cost of mining equipment sold.
Previous report — wording carried elsewhere
Cost of revenue for the nine months ended September 30, 2025 and 2024, were $18.1 million and $28.6 million, respectively. This decrease of $10.5 million, or 37%, in cost of revenue compared to the same period in 2024 was attributable to lower energy consumption from reduced digital colocation services and digital asset mining from self-mining, partially offset by higher average energy prices during the 2025 period.
Previous report — wording carried elsewhere
Our operating expenses include: selling, general and administrative expenses; stock-based compensation; change in fair value of derivative asset; and depreciation and amortization.
Previous report — wording carried elsewhere
Our selling, general and administrative expenses consist primarily of audit, legal, and other professional fees, employee compensation, director fees, equipment repairs, marketing, freight, insurance, consultant fees, lease amortization and general expenses.
Previous report — wording carried elsewhere
Depreciation consists primarily of depreciation of digital asset mining hardware and MDC equipment.
Previous report — wording carried elsewhere
Depreciation and amortization for the nine months ended September 30, 2025 and 2024, were $4.3 million and $16.2 million, respectively. The lower depreciation and amortization expense is the result of liquidation and deconsolidation of MIG No. 1 and an increased number of the Company’s digital asset mining hardware being fully depreciated compared to prior periods.
Previous report — wording carried elsewhere
Change in fair value of derivative asset
Previous report — wording carried elsewhere
The Company recorded income tax expense of approximately 2.4% and 2.6% of loss before income tax expense for the nine-month periods ended September 30, 2025 and 2024, respectively. The difference in the income tax expense for the nine-month period ended September 30, 2025 versus the nine-month period ended September 30, 2024 relates mainly to differences in estimated interest and penalty accruals included in the current payable for each of those periods, as well as changes in estimates regarding the realizability of deferred tax balances which impact the Company’s deferred tax expense. For 2025, the interest and penalties only relate to the incremental increase during the nine-month period ended September 30, 2025 while the 2024 interest and penalties relate to both the nine-month period ended September 30, 2024 and prior periods beginning in 2021.