Big Digital Energy, Inc.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
View on SEC.govAbout this filing
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.
Jun 30, 2026 · Filed Aug 14, 2026
BGDE$3.16+19.7%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001213900-26-056680
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001213900-26-089986
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe 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 13 previous paragraphs and 20 current paragraphs.
8 unchanged; 4 reworded; 8 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 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 (8)
Current report
Features of our Series D Preferred Stock and related warrant, together with our resale registration obligations and Nasdaq limits, could result in substantial equity dilution, depress our stock price, and constrain our strategic flexibility.
Current report
The Series D Preferred Stock converts into Common Stock at a variable price equal to 95% of the lowest daily volume-weighted average price over the five consecutive trading days preceding conversion, subject to a $1.80 floor, and dividends accrue at 5% per annum (rising to 18% upon certain Triggering Events defined in the Certificate of Designations) and may be paid in kind, which can increase the number of shares outstanding over time. While the Certificate of Designations includes a 4.99% beneficial-ownership cap and a monthly conversion limit tied to trading volume or a stated-value cap, those limits do not eliminate the risk of meaningful dilution or downward pressure from resales.
Current report
So long as the Series D Preferred Stock is outstanding, negative covenants restrict certain actions, including paying cash dividends on capital stock, incurring indebtedness and entering into variable-rate transactions, which may limit our financing and strategic flexibility. We are obligated to file and maintain a resale registration statement for the Conversion Shares and Warrant Shares, reserve sufficient authorized Common Stock (and, if needed, seek to increase our authorized shares), and seek stockholder approval by our next annual meeting (no later than November 14, 2026) to permit issuances otherwise restricted by Nasdaq rules.
Current report
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Current report
Information regarding the Company’s issuance on June 30, 2026, of 16,700 shares of Series D Convertible Preferred Stock and a warrant exercisable for five years to purchase 926,748 shares of Common Stock at an exercise price of $10.81 per share was previously provided in the Current Report on Form 8-K filed by the Company on July 6, 2026.
Current report
Item 3. Defaults Upon Senior Securities
Removed paragraphs (1)
Reworded paragraphs (4)
Previous wording
On April 17, 2026, we received written notice from Nasdaq that, based on our reported stockholders’ equity as of December 31, 2025, we no longer satisfied Nasdaq Listing Rule 5550(b), and the Staff issued a delisting determination. On May 1, 2026, the Company requested a hearing before the Panel to present its plan to evidence compliance with the Rule, which will stay any further action by the Staff at least until the hearing concludes and any exception period that may be granted by the Panel following the hearing expires.
Current wording
On April 17, 2026, we received written notice from Nasdaq that, based on our reported stockholders’ equity as of December 31, 2025, we no longer satisfied Nasdaq Listing Rule 5550(b), and the Staff issued a delisting determination. On May 1, 2026, the Company requested a hearing before the Nasdaq Hearings Panel (the “Panel”) to present its plan to evidence compliance with the rule. On May 21, 2026, the Company attended the hearing before the Panel. On June 16, 2026, the Company received written notice from the Listing Qualifications Hearings Department of Nasdaq confirming that the Company had regained compliance with the Nasdaq Listing Rules. Nasdaq’s determination is subject to the Company maintaining stockholders’ equity of at least $5 million in each quarter for a twelve-month period, beginning with the quarter ending June 30, 2026, and promptly notifying Nasdaq of any significant events that could affect the Company’s compliance with that requirement.
Previous wording
Celsius Mining LLC loaned $20.0 million to Luna Squares through the Celsius Promissory Note, which had a maturity date of August 23, 2023, and a total outstanding balance as of March 31, 2026 of $11.1 million. Luna Squares has not repaid the loan as required on the maturity date and is claimed by Celsius to be in default. Celsius Mining LLC transferred the benefit of the Celsius Promissory Note to Celsius Network Ltd. Celsius Network Ltd has notified Luna Squares that default interest is payable. On November 23, 2023, Celsius filed an arbitration proceeding against Mawson, its subsidiaries Luna Squares and Cosmos, asserting various claims related to the alleged breach of the Celsius Colocation Agreement. The Company is pursuing counter claims against Celsius. See Note 8 – 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
Celsius Mining LLC loaned $20.0 million to Luna Squares through the Celsius Promissory Note, which had a maturity date of August 23, 2023, and a total outstanding balance as of June 30, 2026, of $11.3 million. Luna Squares has not repaid the loan as required on the maturity date and is claimed by Celsius to be in default. Celsius Mining LLC transferred the benefit of the Celsius Promissory Note to Celsius Network Ltd. Celsius Network Ltd has notified Luna Squares that default interest is payable. On November 23, 2023, Celsius filed an arbitration proceeding against Mawson, its subsidiaries Luna Squares and Cosmos, asserting various claims related to the alleged breach of the Celsius Colocation Agreement. The Company is pursuing counter claims against Celsius. See Note 8 – 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.
Previous wording
The Marshall Loan matured in February 2024 and the total outstanding balance is $13.5 million as of March 31, 2026. MIG No. 1, an Australian entity, has not made a payment on principal and interest since May 2023, despite such payments falling due, and is therefore alleged by Marshall to be in default under the Marshall Loan. MIG No. 1 is also in default of a number of other covenants under the terms of the loan. On March 19, 2024, MIG No.1 was placed into an Australian court appointed liquidation and wind-up process and was deconsolidated for the group from this date.
Current wording
The Marshall Loan matured in February 2024 and the total outstanding balance was $14.1 million as of June 30, 2026. MIG No. 1, an Australian entity, has not made a payment on principal and interest since May 2023, despite such payments falling due, and is therefore alleged by Marshall to be in default under the Marshall Loan. MIG No. 1 is also in default of a number of other covenants under the terms of the loan. On March 19, 2024, MIG No.1 was placed into an Australian court appointed liquidation and wind-up process and was deconsolidated for the group from this date.
Previous wording
The Company is the guarantor of the W Capital Loan. As of March 31, 2026, AUD $2.6 million (USD $1.8 million) has been drawn down from this facility. The W Capital Loan expired in March 2023 and the Company did not extend the maturity date and has not repaid the loan amount. The Company is therefore considered by W Capital to be in default. This W Capital Loan was originally with Mawson SPL, an Australian entity which was placed into voluntary administration under Australian law on October 30, 2023, and on November 3, 2023, W Capital Advisors appointed receivers and managers in Australia under the terms of their security relating to their working capital facility.
Current wording
The Company is the guarantor of the W Capital Loan. As of June 30, 2026, AUD $2.8 million (USD $1.9 million) has been drawn down from this facility. The W Capital Loan expired in March 2023 and the Company did not extend the maturity date and has not repaid the loan amount. The Company is therefore considered by W Capital to be in default. This W Capital Loan was originally with Mawson SPL, an Australian entity which was placed into voluntary administration under Australian law on October 30, 2023, and on November 3, 2023, W Capital Advisors appointed receivers and managers in Australia under the terms of their security relating to their working capital facility.