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Big Digital Energy (NASDAQ: BGDE) ends rights plan as AI/HPC deal stalls

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Big Digital Energy, Inc. accelerated the expiration of its stockholder rights agreement, terminating the plan effective at the end of day on June 8, 2026, after the Board concluded it is no longer needed to protect stockholder value. The company also filed a Certificate of Amendment to its Certificate of Incorporation in connection with ending the rights plan.

The company clarified that an August 2024 AI/HPC colocation Service Provider Agreement with BE Global Development Limited did not progress, the project is no longer active, and no revenue has been or is expected to be generated from that agreement. The filing reiterates extensive forward-looking risk factors, including going concern doubts, Nasdaq listing risk, capital needs, and uncertainty in digital assets and AI/HPC markets.

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Insights

Big Digital ends its poison pill while a key AI/HPC contract stalls.

Big Digital Energy’s Board amended the stockholder rights agreement so it expires on June 8, 2026, effectively terminating the plan earlier than the original February 1, 2027 end date. This move removes an anti-takeover device and is framed as supporting transparency and shareholder empowerment.

The company also reports that its August 2024 AI/HPC colocation agreement with BE Global Development Limited never advanced, is no longer active, and has produced no revenue. Combined with extensive risk-factor language on going concern, Nasdaq listing, capital raising, and digital asset and AI/HPC uncertainties, this underscores execution and financing risk, though the filing does not quantify financial impact.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Rights plan new expiration June 8, 2026 Accelerated end date for stockholder rights agreement
Original rights plan expiration February 1, 2027 Prior scheduled end of stockholder rights agreement
Online capacity 129 megawatts Digital infrastructure capacity already online
Revenue from BE Global agreement $0 No revenue received and none expected from AI/HPC colocation agreement
Certificate of Amendment effective date June 8, 2026 Certificate of Amendment to Certificate of Incorporation
Rights Agreement regulatory
"executed Amendment No. 1 to the Rights Agreement, dated as of February 2, 2026"
A rights agreement is a contract that grants existing shareholders special rights—commonly the option to buy additional shares at a set price or to trigger protections if a takeover is attempted. Think of it like a neighborhood watch rule that lets current homeowners buy extra lots or lock the gate when an outsider tries to take over the block; it matters to investors because it can dilute or protect share value and influence takeover outcomes.
Certificate of Amendment regulatory
"the Company has filed a Certificate of Amendment to the Certificate of Incorporation"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure. On June 9, 2026, the Company issued a press release"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
forward-looking statements regulatory
"any statements in this that are not a description of historical fact are forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
going concern financial
"which include, without limitation, continued evolution and uncertainty related to technologies and digital infrastructure, the Company’s ability to continue as a going concern"
A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.
high-performance computing (HPC) technical
"the evolution of AI and high-performance computing (“HPC”) market and changing technologies"
High-performance computing (HPC) involves using powerful computers to process complex data and run large-scale calculations much faster than regular computers. It helps organizations solve challenging problems, such as predicting market trends or analyzing scientific data, enabling quicker decision-making. For investors, HPC can highlight advancements in technology and innovation that may impact various industries and market opportunities.
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false --12-31 0001218683 0001218683 2026-06-05 2026-06-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 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): June 5, 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

 

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.

 

1

 

 

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 Big Digital Energy, Inc., effective June 8, 2026.
4.1       Rights Agreement, dated as of February 2, 2026, by and between Big Digital Energy, Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 of Big Digital Energy, Inc.’s Current Report on Form 8-K filed February 2, 2026).
4.2   Amendment No. 1 to the Rights Agreement, dated June 5, 2026, by and between Big Digital Energy, Inc. and Computershare Trust Company, N.A., as Rights Agent.
99.1   Press Release of Big Digital Energy, Inc., dated June 9, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2

 

 

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

 

3

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: IR@bigdigital.energy

Partnerships: Partnerships@bigdigital.energy

Media and Press: mediarelations@bigdigital.energy

Website: www. bigdigital.energy

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Big Digital Energy (BGDE) change in its stockholder rights agreement?

Big Digital Energy accelerated the expiration of its stockholder rights agreement to end of day June 8, 2026. This terminates the plan earlier than the original February 1, 2027 expiry, after the Board determined it was no longer needed to protect stockholder value.

Why did Big Digital Energy terminate its rights agreement early?

The Board reviewed the company’s circumstances and potential control risks and concluded a rights agreement was no longer required. Directors emphasized transparency and shareholder empowerment, stating that ending the plan now still allows the Board to fulfill fiduciary duties and act in stockholders’ best interests.

What happened to Big Digital Energy’s AI/HPC colocation agreement with BE Global Development?

The AI/HPC colocation Service Provider Agreement signed in August 2024 did not progress to deployment. Key objectives were not attained, expected third-party support did not materialize, and the project is no longer active, with no additional activity between the parties reported.

Did Big Digital Energy earn any revenue from the BE Global Development agreement?

No, the company explicitly states it has not received any revenue under the Service Provider Agreement with BE Global Development Limited. It also does not expect to receive revenue from this arrangement in the future, confirming the project’s lack of financial contribution.

What key risks does Big Digital Energy highlight in this disclosure?

The company points to going concern issues, Nasdaq listing risk, potential need to raise additional capital, volatility and regulation in digital assets, and uncertainty in AI and high-performance computing markets, all of which could cause actual results to differ materially from expectations.

How large is Big Digital Energy’s digital infrastructure capacity?

The company reports 129 megawatts of capacity already online, with additional capacity under development. It positions this infrastructure to serve AI, high-performance computing, digital assets such as Bitcoin mining, and other compute-intensive applications using primarily carbon-free energy sources.

Filing Exhibits & Attachments

6 documents

Press Releases

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