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
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 17, 2026, Mawson Infrastructure Group Inc. (the “Company”) received written notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that, based on the Company’s reported stockholders’ equity as of December 31, 2025, the Company no longer satisfied Nasdaq Listing Rule 5550(b) (the “Rule”), which requires either $2.5 million in stockholders’ equity (the “Equity Standard”) or a market value of listed securities (“MVLS”) of $35 million (the “MVLS Standard”) or $500,000 in net income in the past fiscal year or two of the past three fiscal years.
Previously, on December 22, 2025, the Company received formal notice from Nasdaq that the Company had evidenced compliance with the MVLS Standard (although the Company had in fact evidenced compliance with the Equity Standard and, therefore, compliance with the Rule). The Staff determined that the Company remained subject to a Mandatory Panel Monitor for a period of one year from the date of the compliance determination, or December 22, 2026. Based upon the foregoing, and the Company’s non-compliance with the Equity Standard as of December 31, 2025, the Staff issued a delist determination. Importantly, however, any further suspension or delisting action by the Staff will be stayed upon the Company’s request for a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company plans to timely request 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 compliance period that may be granted by the Panel following the hearing expires.
In order to evidence full compliance with the MVLS Standard, the Company must evidence a closing MVLS of at least $35 million for a minimum of ten, and generally not more than 20, consecutive business days and has not yet done so. However, the Company believes that, as of the date of this filing, it has stockholders’ equity in excess of the minimum $2.5 million threshold. The Company will provide any further updates regarding its Nasdaq compliance status as material developments arise.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Change in Company Name
On April 20, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation, as amended (the “Charter”), to change the Company’s name from “Mawson Infrastructure Group Inc.” to “Big Digital Energy, Inc.” (the “Name Change”). The Certificate of Amendment will become effective on April 24, 2026, and the only change to the Company’s prior Charter was to change the Company’s name.
The Board of Directors of the Company (the “Board”) approved the Name Change pursuant to Section 242 of the General Corporation Law of the State of Delaware (“DGCL”). In accordance with the DGCL and the provisions of the Company’s organizational documents, approval of the Company’s stockholders was not required to effectuate the Name Change, and the Name Change will not affect the rights of the Company’s security holders.
The foregoing description of the Certificate of Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated herein by reference.
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Item 7.01 Regulation FD Disclosure.
On April 23, 2026, the Company issued a press release to publicly announce the Name Change. A copy of the press release is attached as Exhibit 99.1 to this Current Report and incorporated into this Item 7.01 by reference. The information furnished in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
New Nasdaq Ticker Symbol
In connection with the Name Change, at the market open on April 30, 2026, the Company’s common stock, par value $0.001 per share (“Common Stock”), is expected to commence trading on The Nasdaq Capital Market under the new trading symbol “BGDE” and will cease trading under the trading symbol “MIGI” (the “Symbol Change”).
There will be no change in the CUSIP number for the Company’s Common Stock in connection with the Name Change or Symbol Change.
New Corporate Website
In connection with the Name Change, the Company will launch a new corporate website: www.bigdigital.energy. The new corporate website will include, among other things, (a) the Company’s investor relations information, including press releases and links to the Company’s filings with the Securities and Exchange Commission, (b) the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, and the Company’s corporate governance documents, including the charters of the committees of the Board and the Company’s Code of Business and Ethics, and (c) any amendments to or waivers of the Company’s Code of Business and Ethics.
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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.
| Exhibit Number |
Description | |
| 3.1 | Certificate of Amendment to Certificate of Incorporation of Mawson Infrastructure Group Inc., as amended, filed with the Secretary of State of the State of Delaware on April 20, 2026 and effective on April 24, 2026. | |
| 99.1 | Press release dated April 23, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: April 23, 2026 | MAWSON INFRASTRUCTURE GROUP INC. | |
| By: | /s/ Kaliste Saloom | |
| Name: | Kaliste Saloom | |
| Title: | General Counsel & Corporate Secretary | |
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Exhibit 3.1
Delaware
The First State
Page 1
I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “MAWSON INFRASTRUCTURE GROUP INC.”, CHANGING ITS NAME FROM “MAWSON INFRASTRUCTURE GROUP INC.” TO “BIG DIGITAL ENERGY, INC.”, FILED IN THIS OFFICE ON THE TWENTIETH DAY OF APRIL, A.D. 2026, AT 4:03 O’CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF AMENDMENT IS THE TWENTY-FOURTH DAY OF APRIL, A.D. 2026.
 |
 | |
| Charuni Patibanda-Sanchez, Secretary of State | ||
| 5081043 8100 | Authentication: 203711493 | |
| SR# 20261912116 | Date: 04-21-26 |
You may verify this certificate online at corp.delaware.gov/authver.shtml
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
MAWSON INFRASTRUCTURE GROUP INC.
Mawson Infrastructure Group Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:
| 1. | This Certificate of Amendment (“Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation filed with the Secretary of State of the State of Delaware on February 10, 2012, as amended from time to time (the “Certificate of Incorporation”). |
| 2. | Article I of the Certificate of Incorporation is hereby amended and restated in its entirety as follows: |
“The name of the corporation is Big Digital Energy, Inc.”
| 3. | This Certificate of Amendment is effective as of April 24, 2026. |
| 4. | This Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL. |
| 5. | All other provisions of the Certificate of Incorporation shall remain in full force and effect. |
[SIGNATURE PAGE FOLLOWS]
| State
of Delaware Secretary of State Division of Corporations Delivered 04:03 PM 04/20/2026 FILED 04:03 PM 04/20/2026 SR 20261912116 - File Number 5081043 |
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IN WITNESS WHEREOF this Certificate of Amendment has been executed by a duly authorized officer of the Corporation on April 20, 2026.
| MAWSON INFRASTRUCTURE GROUP INC. | ||
| By: | /s/ Phil Stanley | |
| Name: | Phil Stanley | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
Mawson Infrastructure Group Inc. Becomes Big Digital Energy, Inc.; Receives
Nasdaq Listing Determination; Already in Compliance, To Request Hearing
Company Expects to Begin Trading on Nasdaq Under the New Ticker Symbol “BGDE” on April 30, 2026
MIDLAND, PA – April 23, 2026 — Mawson Infrastructure Group Inc. (the “Company”) (Nasdaq: MIGI) today announced that it has submitted the relevant documentation with the State of Delaware to update its name to Big Digital Energy, Inc., effective April 24, 2026, and that, subject to approval by Nasdaq, its common stock is expected to begin trading on The Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “BGDE” upon market open on April 30, 2026. The Company’s CUSIP number will remain unchanged, and no action is required from stockholders in relation to this change.
Phil Stanley, Chief Executive Officer of Mawson, commented, “The transition to Big Digital Energy and our new ticker symbol ‘BGDE’ marks a pivotal new chapter for the Company. Our rebranding is more than a name change; it’s a commitment from our Board and Executive Team to focus investments on energy infrastructure to support the computing needs of the future and position Big Digital for sustainable growth. This renewed focus and investment is aligned with our commitment to accountability, disciplined execution, and delivering long-term value for our shareholders. The management team has hit the ground running, visiting our operating sites, engaging directly with capital partners, and identifying the highest-quality assets to drive near and long-term growth. We are energized by the opportunities ahead and expect to provide meaningful updates on all fronts in the near future”
Separately, Mawson also announced that on April 17, 2026, it received a delist determination from Nasdaq based upon stockholders’ equity of less than $2.5 million, as required by Nasdaq Listing Rule 5550(b)(1), as of December 31, 2025. The Company plans to timely request a hearing before the Nasdaq Hearings Panel (the “Panel”) to present its plan to evidence compliance with the Rule. The request will stay any suspension or delisting action by Nasdaq at least pending the hearing and the expiration of any compliance period that may be granted by the Panel.
Mr. Stanley commented on the determination. “The Company believes it is already in compliance with Nasdaq’s listing requirements, which we will demonstrate in the plan submitted to the Panel. The determination received is a vestige of prior management and does not reflect the Company’s current financial position or operational trajectory. Under the new leadership team, we have moved swiftly to restore compliance and are focused on continuing to strengthen the business and deliver value to our shareholders.”
About Mawson Infrastructure Group Inc.
Mawson (Nasdaq: MIGI; expected to change to “BGDE” on April 30, 2026) 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://mawsoninc.com
CAUTIONARY LANGUAGE ON FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, the Company’s ability to realize its potential to become a valuable digital infrastructure platform and create value for shareholders. There can be no assurance that the results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company.
These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including, without limitation, continued evolution and uncertainty related to technologies and digital infrastructure; our ability to continue as a going concern; our ability to maintain the listing of our common stock on Nasdaq; the availability of our “at-the-market” program and our ability or inability to secure additional funds through equity financing transactions; access to reliable and reasonably priced electricity sources; operational, maintenance, repair, safety, and construction risks; the failure or breakdown of mining equipment, or internet connection failure; our reliance on key management personnel and employees; recent changes in our management personnel, our ability to attract or retain the talent needed to sustain or grow the business; our ability to develop and execute on our business strategy and plans; counterparty risks related to our customers, agreements and/or contracts; the loss of a significant digital colocation customer; adverse actions by creditors, debt providers, or other parties; continued evolution and uncertainty related to growth in blockchain and Bitcoin and other digital assets’ usage; high volatility in Bitcoin and other digital assets’ prices and in value attributable to our business; our need to, and difficulty in, raising additional debt or equity capital and the availability of financing opportunities; failure to maintain required compliance to remain eligible for the most cost-effective forms of raising additional equity capital; the evolution of AI and HPC market and changing technologies; the slower than expected growth in demand for AI, HPC and other accelerated computing technologies; the ability to timely implement and execute on AI and HPC digital infrastructure contracts or deployment; the ability to timely complete the digital infrastructure build-out in order to achieve its revenue expectations for the periods mentioned; downturns in the digital assets industry; counterparty risks and risks of delayed or delinquent payments from customers and others; inflation, economic or political environment; cyber-security threats; our ability to obtain proper insurance; banks and other financial institutions ceasing to provide services to our industry; changes to the Bitcoin and/or other networks’ protocols and software; the decrease in the incentive or increased network difficulty to mine Bitcoin; the increase of transaction fees related to digital assets; the fraud or security failures of large digital asset exchanges; the regulation and taxation of digital assets like Bitcoin; our ability to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 2002; how our common stock shares may and/or will be impacted by the dismissal of the involuntary petition filed against us in the United States Bankruptcy Court for the District of Delaware; material litigation, investigations, or enforcement actions, including by regulators and governmental authorities; and other risks described in the Company’s filings with the SEC. The Company undertakes no obligation to update or revise forward-looking statements to reflect events or circumstances after the date of this release, except as required by law. Additional information regarding these and other factors can be found in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the Company’s SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q.
CONTACT
Investor Relations: [[email protected]]
Partnerships: [[email protected]]
Media and Press: [[email protected]]
Website: [www.mawsoninc.com]