Big Digital Energy, Inc.

The information in this Form 10-Q should be read in conjunction with the risk factors and information disclosed in the 2025 Form 10-K. Except as set forth below, there have been no material changes to the primary risks related to our business and securities as described in the 2025 Form 10-K under “Risk Factors” in Item 1A.

If we fail to comply with the continued listing standards of The Nasdaq Capital Market, we may be delisted and the price of our Common Stock, our ability to access the capital markets and our financial condition could be negatively impacted.

Although our Common Stock is currently listed on The Nasdaq Capital Market, we may not be able to continue to meet the minimum listing requirements of the Nasdaq Stock Market LLC (“Nasdaq”).

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.

If we fail to comply with the continued listing standards of The Nasdaq Capital Market, we may be delisted and the price of our Common Stock, our ability to access the capital markets and our financial condition could be negatively impacted.

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.

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.

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.