Every 8-K that Big Digital Energy, Inc. (BGDE) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow BGDE and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BGDE filings page.
Big Digital Energy, Inc. (BGDE) issued 442,899 shares of common stock to Endeavor Blockchain, LLC in exchange for $2,500,000.00 of unpaid principal and $68,815.71 of accrued and unpaid interest under a Revolving Line of Credit Promissory Note. The shares were priced at $5.80 per share, which the agreement describes as their market value and the consolidated closing bid price immediately preceding execution. The exchange closed September 21, 2026; upon delivery of the shares, Endeavor relinquished all rights, title, and interest in the debt. Endeavor is wholly owned by BGDE Executive Chair Joshua A. Kilgore.
Under a Registration Rights Agreement, BGDE is required to file an initial resale registration statement covering the shares by October 9, 2026, and to use commercially reasonable efforts to cause it to become effective by November 17, 2026. The shares are unregistered, and BGDE relied on the Securities Act Section 3(a)(9) exemption for the exchange.
Big Digital Energy, Inc. entered definitive agreements with 10NetZero, Inc. to form a 50/50 joint venture, Texas Load House, LLC, which acquired 30 acres of a power‑ready Hood County, Texas property for an aggregate purchase price of approximately $10 million in cash, with an option to buy the remaining acreage for an additional $600,000.
The approximately 50‑acre site includes over 30,000 square feet of existing structures to be repurposed for datacenter use, 17 MW of operational power, and potential expansion to 111 MW of grid power, subject to ERCOT validation. On‑site natural‑gas pipelines support potential behind‑the‑meter generation for a total buildout of up to 300 MW. Big Digital is initially the sole Manager of the joint venture and has provided a $4.9 million JV Loan to 10NetZero; if that loan is not repaid after its October 13, 2026 maturity, 10NetZero’s 50% ownership interest transfers to Big Digital at 10% per month.
The Hood County site is intended to anchor a datacenter campus serving AI and high‑performance computing customers. Big Digital has engaged Northland Capital Markets as financial advisor for assessing AI/HPC uses and site‑level financing alternatives and reports 146 megawatts of capacity already online across its platform.
Big Digital Energy entered a financing deal and outlined a major AI datacenter plan. The company sold 16,700 shares of Series D Convertible Preferred Stock at $900 per share for gross proceeds of about $15.03 million and issued a five-year warrant for 926,748 common shares at $10.81. The preferred carries a 5% annual dividend, rising to 18% during specified “Triggering Events,” and converts into common stock at a 5% discount to market, subject to a $1.80 floor, monthly volume caps, a 4.99% beneficial ownership limit and Nasdaq listing constraints. Separately, Big Digital announced a 50/50 joint venture with 10NetZero and a letter of intent to acquire a power-ready Hood County, Texas site with 17 MW of live power and a roadmap to more than 300 MW of AI-focused datacenter capacity.
Big Digital Energy, Inc. announced that Nasdaq has formally confirmed the company has regained compliance with Nasdaq Listing Rule 5550(b)(1), which requires at least $2.5 million in stockholders’ equity for Capital Market listings. Nasdaq’s decision follows a prior deficiency after equity fell below this threshold under previous management.
Nasdaq’s determination requires Big Digital to maintain stockholders’ equity of at least $5 million in each quarter for a twelve-month period beginning with the quarter ended June 30, 2026, and to promptly report significant events that could affect compliance. The company highlights new management’s focus on strengthening its balance sheet, governance, and operations, and notes it operates 129 megawatts of digital infrastructure capacity serving AI, high performance computing, and digital asset mining.
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.