BGDE 8-K
Big Digital Energy, Inc. (BGDE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported):
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Item 1.01 Entry into a Material Definitive Agreement
On June 5, 2026, Big Digital Energy, Inc. (the “Company”) and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”), executed Amendment No. 1 (the “Amendment”) to the Rights Agreement, dated as of February 2, 2026, by and between the Company and the Rights Agent (as amended, the “Rights Agreement”).
The Amendment accelerates the expiration date of the Rights Agreement to the earlier of June 8, 2026, and the Redemption Date (as defined in the Rights Agreement). At the time of the termination of the Rights Agreement, all of the Rights that were previously distributed to holders of the Company’s issued and outstanding common stock pursuant to the Rights Agreement will expire. In deciding to accelerate the expiration date to June 8, 2026, the Company's Board of Directors determined that an active Rights Agreement is no longer needed to protect stockholder value at this time.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, which was attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 2, 2026 and is incorporated herein by reference as Exhibit 4.1 hereto, and the Amendment, which is attached as Exhibit 4.2 hereto and incorporated herein by reference.
Item 3.03 Material Modifications to Rights of Security Holders.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.
In connection with the termination of the Rights Agreement, the Company has filed a Certificate of Amendment to the Certificate of Incorporation of the Company (the “Certificate of Amendment”). The Certificate of Amendment was filed with the Secretary of State of Delaware on June 8, 2026.
The Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The description of the Certificate of Amendment herein does not purport to be complete and is qualified in its entirety by reference to Exhibit 3.1.
Item 7.01 Regulation FD Disclosure.
On June 9, 2026, the Company issued a press release announcing the adoption of the Amendment and the termination of the Rights Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This information shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
In response to shareholder inquiries, the Company is providing the following update. On August 12, 2024, the Company announced that its wholly owned subsidiary executed a Service Provider Agreement dated August 9, 2024, with BE Global Development Limited (the “Customer”), to provide AI/HPC colocation services (the “Agreement”) to the Customer, as well as a corresponding non-binding Letter of Intent (the “LOI”) for potential future expansion of their business relationship. The project did not advance to deployment as certain key objectives were not attained, anticipated third-party support and participation did not materialize, and no additional activity occurred. The parties have not proceeded further, and the project is considered no longer active. The Company has not received any revenue under this Agreement and does not expect to in the future.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Company cautions that any statements in this Current Report that are not a description of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,” “believe,” and “will,” among others.
Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, continued evolution and uncertainty related to technologies and digital infrastructure, the Company’s ability to continue as a going concern, the Company’s ability to maintain the listing of our common stock on Nasdaq, the possibility of the Company’s need and ability to raise additional capital, the development and acceptance of digital asset networks and digital assets and their protocols and software, the reduction in incentives to mine digital assets over time, the costs associated with digital asset mining, the volatility in the value and prices of digital assets, further or new regulation of digital assets and artificial intelligence (“AI”), the evolution of AI and high-performance computing (“HPC”) market and changing technologies, the slower than expected growth in demand for AI, HPC and other accelerated computing technologies than expected, the ability to timely implement and execute on AI and HPC digital infrastructure, and the ability to timely complete the digital infrastructure build-out in order to achieve its revenue expectations for the periods mentioned. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2026, and in other filings the Company has made and may make with the SEC in the future. One should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 9, 2026 | BIG DIGITAL ENERGY, INC. | |
| By: | /s/ Kaliste Saloom | |
| Name: | Kaliste Saloom | |
| Title: | General Counsel | |
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BIG DIGITAL ENERGY, INC.
Big Digital Energy, Inc. (the “Corporation”), formerly known as Mawson Infrastructure Holdings, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:
| 1. | This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation filed with the Delaware Secretary of State on February 10, 2012, as amended February 28, 2012, July 18, 2013, November 15, 2017, March 1, 2018, October 22, 2018, March 17, 2021, June 9, 2021, August 11, 2021, February 6, 2023, November 19, 2025, February 2, 2026 and April 20, 2026 (as amended, the “Certificate of Incorporation”). |
| 2. | In accordance with Section 151of the DGCL, the Board of Directors of the Corporation (the “Board”), on February 1, 2026, authorized the designation of 10,000 shares of preferred stock of the Corporation (the “Preferred Stock”) as the Series C Junior Participating Preferred Stock (the “Series C Preferred Stock”), pursuant to the Certificate of Designation of Rights, Preferences and Privileges of Series C Junior Participating Preferred Stock of the Corporation previously filed by the Corporation with the Secretary of State of the State of Delaware on February 2, 2026 (the “2026 Certificate of Designations”); |
| 3. | In accordance with Section 151(g) of the DGCL, the Board adopted, in pertinent part, the following resolutions: |
NOW, THEREFORE, BE IT RESOLVED, that none of the authorized shares of the Series C Preferred Stock are outstanding, and none of the authorized shares of the Series C Preferred Stock shall be issued pursuant to the 2026 Certificate of Designations;
FURTHER RESOLVED, that the Certificate of Incorporation is hereby amended by deleting in their entirety the provisions set forth in the 2026 Certificate of Designations, including those stating the designation and number of shares of the Series C Preferred Stock and fixing the relative rights, preferences and limitations thereof, and all references thereto, and such provisions shall be of no further force or effect;
FURTHER RESOLVED, that the designation of the Corporation’s Series C Preferred Stock is hereby eliminated, and the 10,000 shares previously designated as Series C Preferred Stock shall resume the status of authorized but undesignated shares of Preferred Stock of the Corporation.
| 4. | This Certificate of Amendment was duly authorized by the Board on June 5, 2026, pursuant to Sections 151 and 242 of the DGCL. |
| 5. | All other provisions of the Certificate of Incorporation shall remain in full force and effect. |
| 6. | The effective date and time of this Certificate of Amendment, in accordance with Section 103(d) of the DGCL, shall be 11:59 p.m. Eastern Daylight Time on June 8, 2026. |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Kaliste Saloom, its duly authorized General Counsel and Corporate Secretary, on June 5, 2026.
| By: | /s/ Kaliste Saloom | |
| Kaliste Saloom | ||
| General Counsel and Corporate Secretary |
Exhibit 4.2
Amendment No. 1 to Rights Agreement
This Amendment No. 1 (this “Amendment”) to that certain rights agreement (the “Rights Agreement”), dated as of February 2, 2026, by and between Big Digital Energy, Inc. (formerly known as Mawson Infrastructure Group Inc., the “Company”) and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”), is made and entered into as of June 5, 2026.
WHEREAS, the Company and the Rights Agent previously entered into the Rights Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, for so long as the Rights are redeemable, the Company may, from time to time, in its sole discretion, supplement or amend the Rights Agreement in any respect without the approval of any holders of Rights Certificates or Common Stock, and the Rights Agent shall, if the Company so directs, execute such supplement or amendment; and
WHEREAS, the Board of Directors of the Company has determined that it is desirable and in the best interests of the Company and its stockholders to amend the Rights Agreement to advance the Expiration Date to June 8, 2026; and
WHEREAS, all acts and things necessary to make this Amendment a valid agreement according to its terms have been done and performed, and the execution and delivery of this Amendment by the Company and the Rights Agent have been, in all respects, authorized by the Company and the Rights Agent.
NOW THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Rights Agent agree as follows:
| 1. | Amendment to the Definition of “Expiration Date”. The definition of “Expiration Date” as set forth under Section 1(z) of the Rights Agreement is hereby amended and restated in its entirety to read as follows: |
“(z) “Expiration Date” shall mean the earliest to occur of (i) June 8, 2026 and (ii) the Redemption Date.”
| 2. | Effect of Amendment. It is the intent of the Company and the Rights Agent that this Amendment constitutes an amendment of the Rights Agreement as contemplated by Section 27 thereof. Except as expressly provided in this Amendment, the terms of the Rights Agreement remain in full force and effect; provided, however, that the effect of this Amendment is to terminate the Rights Agreement at the Close of Business on the Expiration Date in accordance with Section 7(b) of the Rights Agreement. |
| 3. | References to the Rights Agreement. From and after the execution of this Amendment, any reference to the Rights Agreement shall be deemed to be a reference to the Rights Agreement as amended by this Amendment. |
| 4. | Governing Law. This Amendment, and each Right and each Rights Certificate issued pursuant to the Rights Agreement, shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts to be made and performed entirely within such State, without giving effect to any choice or conflict of laws provisions or rules that would cause the application of the laws of any jurisdiction other than the State of Delaware. |
| 5. | Severability. If any term, provision, covenant or restriction of this Amendment, or the application thereof to any circumstance, be held by a court of competent jurisdiction or other authority to be invalid, null and void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment will remain in full force and effect and will in no way be affected impaired or invalidated; provided, however, that notwithstanding anything in this Amendment to the contrary, if any such term, provision, covenant or restriction, or the application thereof to any circumstance, be held by such court or authority to be invalid, null and void or unenforceable and the Board determines in good faith judgment that severing the invalid, null and void or unenforceable language from this Amendment would materially and adversely affect the purpose or effect of this Amendment, then the right of redemption set forth in Section 23 of the Rights Agreement shall be reinstated and will not expire until the Close of Business on the tenth (10th) Business Day following the date of such determination by the Board; provided, further, that if any such severed term, provision, covenant or restriction shall materially and adversely affect the rights, immunities, liabilities, duties or obligations of the Rights Agent, then the Rights Agent shall be entitled to resign immediately upon written notice to the Company. |
| 6. | Counterparts. This Amendment may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. Delivery of an executed signature page by facsimile or other customary means of electronic transmission (e.g., e-mail or “pdf’) shall be effective as delivery of a manually executed counterpart hereof and shall constitute an original signature for all purposes. |
(Signature Page Follows)
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of June 5, 2026.
| BIG DIGITAL ENERGY, INC. | ||
| By: | /s/ Kaliste Saloom | |
| Name: | Kaliste Saloom | |
| Title: | General Counsel and Corporate Secretary | |
| COMPUTERSHARE TRUST COMPANY, N.A. | ||
| By: | /s/ Rachel Fisher | |
| Name: | Rachel Fisher | |
| Title: | Sr Contract Negotiation Specialist | |
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Exhibit 99.1
Big Digital Energy, Inc. Terminates Existing Stockholder Rights Agreement
Board Concludes Rights Agreement Is No Longer Necessary and Reaffirms Commitment to Transparency and Shareholder Empowerment
MIDLAND, PA, June 9, 2026 – Big Digital Energy, Inc. (“Big Digital” or the “Company”) (Nasdaq: “BGDE”), today announced its Board of Directors (the “Board”) unanimously approved an amendment to accelerate the expiration date of the Company’s existing stockholder rights agreement (the “Rights Agreement”) from February 1, 2027 to June 8, 2026. The effect of this amendment is to terminate the Rights Agreement at end of day on June 8, 2026.
In deciding to accelerate the expiration date of the Rights Agreement, the Board evaluated the Company’s current circumstances, including the risk of any entity, person or group gaining a control or control-like position in the Company through open market accumulations of the Company’s common stock or otherwise potentially disadvantaging the interests of the Company’s stockholders. Based on this review, the Board concluded that the Rights Agreement is no longer required at this time.
“After carefully evaluating the Company’s current circumstances and shareholder base, the Board determined that the Rights Agreement is no longer necessary at this time,” said Josh Kilgore, Chairman of the Board of Big Digital. “Accelerating its expiration is another step toward greater transparency and shareholder empowerment. We believe this action further aligns the Company with the interests of all stockholders while maintaining the Board’s ability to fulfill its fiduciary responsibilities and act in the best interests of the Company.”
Additional details regarding the amendment will be included in a Current Report on Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”).
About Big Digital Energy, Inc.
Big Digital Energy, Inc. (Nasdaq: “BGDE”) is a U.S.-based technology company that designs, builds, and operates next-generation digital infrastructure platforms. The Company provides services spanning artificial intelligence (“AI”), high performance computing (“HPC”), digital assets (including Bitcoin mining), and other intensive compute applications. The Company delivers both self-mining operations and colocation/hosting for enterprise customers, with a vertically integrated infrastructure model built for scalability and efficiency.
A core part of the Company’s strategy is powering its operations with carbon-free energy resources—including nuclear power—ensuring that its compute platforms support the rapid growth of the digital economy in an environmentally sustainable way. With 129 megawatts of capacity already online and more under development, the Company is positioning itself as a competitive provider of carbon-aware digital infrastructure solutions.
For more information about the Company, visit: https://bigdigital.energy
CONTACT
Investor Relations: [email protected]
Partnerships: [email protected]
Media and Press: [email protected]
Website: www. bigdigital.energy