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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported):
September 18, 2026
| BIG DIGITAL ENERGY, INC. |
| (Exact Name of Registrant as Specified in Charter) |
| Delaware |
|
001-40849 |
|
88-0445167 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File No.) |
|
(I.R.S. Employer
Identification No.) |
950 Railroad Avenue,
Midland, Pennsylvania 15059
(Address of Principal Executive Offices) (Zip Code)
(412) 515-0896
(Registrant’s Telephone Number, Including
Area Code)
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
| Common Stock, par value $0.001 per share |
|
BGDE |
|
The Nasdaq Stock Market LLC |
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).
Emerging growth company ☐
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 1.01. Entry into a Material Definitive Agreement.
Exchange Agreement
On September 18, 2026, Big Digital Energy, Inc. (the “Company”)
entered into an Exchange Agreement with Endeavor Blockchain, LLC (“Endeavor”), pursuant to which Endeavor agreed to exchange
(the “Exchange”) all then outstanding amounts under that certain Revolving Line of Credit Promissory Note, dated May 28, 2026,
consisting of (i) $2,500,000.00 unpaid principal and (ii) $68,815.71 accrued and unpaid interest (collectively, the “Exchange Debt”),
for 442,899 shares of the Company’s common stock, par value $0.001 per share, issued by the Company to Endeavor (the “Shares”).
Endeavor is wholly owned by the Company’s Executive Chair Joshua A. Kilgore. The Shares were priced at their market value of $5.80
per share, which is the consolidated closing bid price per share immediately preceding the execution of the Exchange Agreement, in accordance
with Nasdaq Listing Rule 5005(a)(23).
The Exchange closed on September 21, 2026. Upon the Company’s
delivery of the Shares, Endeavor relinquished all rights, title, and interest in the Exchange Debt.
The Exchange Agreement contains customary representations, warranties,
covenants and agreements by the parties, including restrictions on transfer and legend requirements reflecting the unregistered status
of the Shares. The representations, warranties, and covenants contained in the Exchange Agreement were made only for purposes of such
agreement and are made as of specific dates; are solely for the benefit of the parties (except as specifically set forth therein); may
be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Exchange Agreement,
including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties, instead
of establishing matters as facts; and may be subject to standards of materiality and knowledge applicable to the contracting parties that
differ from those applicable to the investors generally. Investors should not rely on the representations, warranties, and covenants or
any description thereof as characterizations of the actual state of facts or condition of the Company.
The Shares have not been registered under the Securities Act of 1933,
as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or an applicable
exemption therefrom. To consummate the Exchange, the Company relied on the registration exemption provided by Section 3(a)(9) of the Securities
Act, which exempts security exchanges by an issuer with its existing security holders from SEC registration, provided no commission or
remuneration is paid for solicitation.
The foregoing description of the Exchange Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, which is filed as Exhibit 10.1
to this Current Report on Form 8-K.
Registration Rights Agreement
On September 18, 2026, as required by the Exchange Agreement, the Company
and Endeavor entered into a Registration Rights Agreement (the “Registration Rights Agreement”). Under the Registration Rights
Agreement, the Company is required, among other things, to file an initial resale registration statement covering the Shares by no later
than October 9, 2026, and to use commercially reasonable efforts to cause such registration statement to become effective by no later
than November 17, 2026. The Registration Rights Agreement contains terms and conditions customary for a transaction of this type, including
indemnification and contribution provisions.
The foregoing description of the Registration Rights Agreement does
not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which
is filed as Exhibit 10.2 to this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form
8-K is hereby incorporated into this Item 3.02 by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Exchange Agreement, dated September 18, 2026, by and between Big Digital Energy, Inc. and Endeavor Blockchain, LLC |
| 10.2 |
|
Registration Rights Agreement, dated September 18, 2026, by and between Big Digital Energy, Inc. and Endeavor Blockchain, LLC |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: September 24, 2026 |
BIG DIGITAL ENERGY, INC. |
| |
|
|
| |
By: |
/s/ Kaliste Saloom |
| |
Name: |
Kaliste Saloom |
| |
Title: |
General Counsel |
