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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):
April 27, 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 April 27, 2026, Big Digital Energy, Inc. (“Big
Digital” or the “Company”), formerly known as Mawson Infrastructure Group Inc., entered into a Joint Mining Agreement
with Big Digital Energy, LLC (“BDE”), (the “Colocation Agreement” or “Agreement”). Through the Agreement,
Management desires to bring real revenue into the Company in the short term while pursuing its goal to move its operations away from Bitcoin
mining towards selectively monetizing excess capacity where economically prudent and aligned with shareholder value creation. The Company’s
core strategy is to optimize the utilization of each megawatt by deploying it toward the highest-value applications, with current priority
given to future expansion into AI and high-performance computing (“HPC”) data center developments. BDE is deemed an affiliate
of the Company because it is owned and/or controlled by Josh Kilgore, the Company’s Executive Chair; Phil Stanley, the Company’s
CEO; and Cody Smith, the Company’s COO, who also serve as members of the Company’s Board of Directors. Entities affiliated
with Mr. Kilgore, Mr. Smith, and Mr. Stanley hold 60%, 20%, and 20% ownership interests, respectively, in BDE.
Under the terms of the Colocation Agreement, BDE
will purchase and deliver approximately 25,000 s19xp mining computers, and Big Digital will provide BDE with approximately 75MW of computing
capacity at its facility in Midland, PA. Ownership of the miners will transfer to the Company after BDE reaches its stated return on investment
as set forth in the Colocation Agreement. The Parties will operate under a 50%/50% profit-sharing structure, pursuant to which Big Digital
will receive all cash net proceeds from the mining operations. The cash revenue will be used for general corporate purposes and asset
purchases to ensure the Company’s use of all available power across its facility locations. As its share of the profit-sharing structure,
BDE will receive monthly grants consisting of a combination of (i) shares of the Company’s common stock, where the number of shares
will equal 20% of its share of the monthly cash net proceeds divided by 30-day volume weighted average price of the Company’s common
stock (“VWAP”) on the grant date (as of today’s date, the 30-day VWAP calculation would result in a $4.94 share price),
and (ii) warrants to purchase the Company’s common stock, where the number of underlying shares will equal 80% of its share of the
monthly cash net proceeds divided by $20. The warrants will allow BDE to purchase the Company’s common stock at an exercise price
of $20 per share and will have a five-year term.
The total amount of cash the Company will receive
from the Colocation Agreement will be largely dependent on the economics of mining during the term of the Agreement. The Agreement has
a twelve-month term and may be terminated upon 30 days’ notice, subject to its conditional terms. Cash or other consideration equal
to the monthly cash net proceeds will be paid in lieu of the securities, to the extent that (i) stockholder approval would otherwise be
required for their issuance or the substitution is otherwise necessary to comply with Nasdaq listing standards or (ii) the substitution
is approved by a majority of the independent members of the Company’s Board of Directors.
Item 7.01 Regulation FD Disclosure.
On April 27, 2026, the Company issued a press
release to publicly announce the Colocation Agreement. 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.
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 |
| 99.1 |
|
Press release dated April 27, 2026. |
| 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: May 1, 2026 |
BIG DIGITAL ENERGY, INC. |
| |
|
|
| |
By: |
/s/ Kaliste Saloom |
| |
Name: |
Kaliste Saloom |
| |
Title: |
General Counsel |
Exhibit 99.1
Big Digital Energy, Inc. Announces Colocation
Agreement with the Endeavor Group
Transaction Expected to Fill Capacity, Drive
Near-Term Revenue Growth, and Increase Cash Flows; Demonstrate Management’s Commitment to Shareholders
MIDLAND, PA – April 27, 2026 — Big Digital Energy, Inc.
(“Big Digital” or the “Company”) (Nasdaq: MIGI; expected to change to “BGDE” on April 30, 2026), formerly
known as Mawson Infrastructure Group Inc., today announced that it has entered into a strategic colocation agreement with an affiliate
of the Endeavor Group (“Endeavor”). Endeavor consists of certain members of the Company’s management team.
Under the terms of the agreement, Endeavor will purchase and deliver
approximately 25,000 mining computers, and Big Digital will provide Endeavor with approximately 75MW of compute capacity. The Parties
will operate under a 50%/50% profit-sharing arrangement whereby Big Digital will receive 100% of the cash proceeds from the miners, and
Endeavor will be compensated with a mix of shares of the Company’s common stock and warrants to purchase the Company’s common
stock.
Phil Stanley, Chief Executive Officer of Big Digital, commented, “This
agreement demonstrates how the new management team at Big Digital is aggressively working to unearth new revenue streams and maximize
the utility of our assets. By leveraging our existing infrastructure and partnering with a well-capitalized counterparty, we’re
able to rapidly bring incremental capacity online in a capital-efficient manner. This is the first of many transactions we expect to undertake
as we focus on accelerating revenue growth, expanding our operational footprint, enhancing overall profitability, and creating value for
our shareholders.”
Joshua Kilgore, Executive Chairman of Big Digital, stated, “We
are committed to the long-term performance of Big Digital and have structured this transaction to demonstrate our commitment. This arrangement:
(1) rapidly enhances Big Digital’s cash flows, (2) does not require Big Digital to deploy capital or incur liabilities, (3) provides
Big Digital with an above market profit-sharing arrangement, and (4) is only profitable for Endeavor if Big Digital’s shares appreciate
materially.”
The transaction was reviewed and unanimously approved by the independent
members of the Company’s Audit Committee. All directors and officers with an ownership interest in Endeavor recused themselves from
all deliberations and did not participate in the vote. The consideration under the agreement will be based on the market value of the
mining computers and a volume-weighted average price of the common stock as of the date of the agreement.
The Company expects the deployment of the mining computers to commence
promptly, utilizing available capacity across Big Digital’s existing infrastructure footprint. This initiative is aligned with the
Company’s broader strategy of optimizing underutilized assets while pursuing high-return opportunities across its digital infrastructure
platform. The incremental free cashflow to the Company will be used to improve existing assets, build out new assets, and build a secure
foundation for the future.
Related Party Disclosure
The Company’s entry into the strategic colocation agreement constitutes
a related party transaction within the meaning of Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended. Big
Digital Energy, LLC, is a party to the agreement, and it is deemed an affiliate of Endeavor and the Company because it is owned and/or
controlled by Josh Kilgore, the Company’s Executive Chair; Phil Stanley, the Company’s CEO and a member of the Company’s
Board of Directors; and Cody Smith, the Company’s COO and a member of the Company’s Board of Directors. As previously disclosed
by Endeavor in that certain Amendment No. 8 to Schedule 13-D filed on April 7, 2026, Messrs. Kilgore, Stanley, and Smith directly or indirectly
are beneficial owners of 29% of the Company’s common stock.
About Big Digital Energy, Inc.
Big Digital Energy, Inc. (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://bigdigital.energy
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, statements regarding the expected
benefits of the joint venture, the deployment of mining equipment, revenue growth, and the Company’s strategic initiatives. 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. 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 financing; access to reliable and reasonably priced electricity sources; operational and
equipment risks; counterparty risks; volatility in digital asset markets; 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 Company’s SEC filings, including its annual report on Form 10-K and quarterly reports
on Form 10-Q.
CONTACT
Investor Relations: IR@bigdigital.energy
Partnerships: Partnerships@bigdigital.energy
Media and Press: mediarelations@bigdigital.energy
Website: www. bigdigital.energy
