Form 8-K

8-K — Big Digital Energy, Inc.

Accession: 0001213900-26-069432

Filed: 2026-06-17

Period: 2026-06-16

CIK: 0001218683

SIC: 6199 (FINANCE SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0295021-8k_bigdigi.htm (Primary)

EX-99.1 — PRESS RELEASE DATED JUNE 17, 2026 (ea029502101ex99-1.htm)

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8-K — CURRENT REPORT

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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):

June 16, 2026

Big Digital Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40849

88-0445167

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(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:

☐

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, $0.001 par value

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 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 7.01. Regulation FD Disclosure.

On June 16, 2026, Big Digital

Energy, Inc. (the “Company”) received written notice from the Listing Qualifications Hearings Department of The Nasdaq Stock

Market LLC (“Nasdaq”) confirming that the Company had regained compliance with the Nasdaq Listing Rules. Nasdaq’s determination

is subject to the Company maintaining stockholders’ equity of at least $5 million in each quarter for a twelve-month period, beginning

with the quarter ending June 30, 2026, and promptly notifying Nasdaq of any significant events that could affect the Company’s compliance

with that requirement.

As previously disclosed, the

Company was notified by Nasdaq that the Company was in violation of Listing Rule 5550(b)(1), the (“Equity Rule.)” as of December

19, 2025, pursuant to its filed 10-K for the year ended December 31, 2025. In response, the Company attended a hearing before the Nasdaq

Hearings Panel (the “Panel”) to present its plan to evidence compliance with the Equity Rule.

On June 17, 2026, the Company

issued a press release announcing that it has regained compliance with the Nasdaq Listing Rules. 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.

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 No.

Description

99.1*

Press Release dated June 17, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Furnished

not filed.

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Big Digital Energy, Inc.

Date: June 17, 2026

By:

/s/ Kaliste Saloom

Kaliste Saloom

General Counsel

EX-99.1 — PRESS RELEASE DATED JUNE 17, 2026

EX-99.1

Filename: ea029502101ex99-1.htm · Sequence: 2

Exhibit 99.1

Big Digital Energy, Inc. Regains Compliance

with Nasdaq Listing Rule 5550(b)(1)

Company Resolves Previously Disclosed Stockholders’

Equity Deficiency and Returns to Full Compliance with Nasdaq Listing Standards

MIDLAND, PA, June 17, 2026

– Big Digital Energy, Inc. (“Big Digital” or the “Company”) (Nasdaq: “BGDE”), today announced

that it has received formal notification from The Nasdaq Stock Market LLC (“Nasdaq”) confirming that the Company has regained

compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on the Nasdaq Capital Market to maintain a minimum of

$2.5 million in stockholders’ equity. The Company had previously been notified that it was not in compliance with Listing Rule

5550(b)(1) after stockholders’ equity fell below the required threshold under prior management.

The stockholders’ equity deficiency was a legacy issue inherited by the Company’s current management team. Since assuming control of

Big Digital in early April 2026, the new leadership team has maintained stockholders’ equity above the $2.5 million minimum required

under Nasdaq Listing Rule 5550(b)(1) and has implemented a series of initiatives designed to strengthen the Company’s financial position,

corporate governance, and long-term operating foundation. Nasdaq’s determination is subject to the Company maintaining stockholders’

equity of at least $5 million in each quarter for a twelve-month period, beginning with the quarter ended June 30, 2026, and promptly

notifying Nasdaq of any significant events that could affect the Company’s compliance with that requirement.

“We are

pleased to have formally resolved this matter and to receive confirmation that Big Digital is fully compliant with Nasdaq’s

listing requirements,” said Cody Smith, Chief Operating Officer of Big Digital Energy. “This is yet another example of

the new management team fortifying BGDE, addressing and resolving legacy issues, and laying the foundation for a world-class

company. Since assuming leadership, our focus has been on strengthening every aspect of the business; from governance and compliance

to operations and strategic growth initiatives. Management is confident in the Company’s ability to meet and maintain the

heightened $5 million minimum stockholders’ equity requirement as it continues executing on its strategic plan. We believe

these efforts are positioning Big Digital for long-term success and creating value for our shareholders.”

The Company

also expressed its appreciation to Nasdaq for its professionalism and partnership throughout the compliance process.

“We would like to thank Nasdaq for being a strong and constructive partner as we worked through this matter,” added

Smith. “We are proud to continue our listing on Nasdaq and remain committed to maintaining the highest standards expected of a

public company. We are excited about the future of Big Digital and the opportunities ahead as we continue executing on our

strategy.”

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

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