BGDE on Nasdaq

Big Digital Energy, Inc.

Big Digital Energy, Inc. is an American finance services company based in Hod Hasharon.2 Its shares trade on Nasdaq under the symbol BGDE.2

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Last updated Oct 21, 2026.

Overview

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  • TickerBGDE on Nasdaq2
  • IndustryFinance Services2
  • HeadquartersHod Hasharon, Israel2
  • Incorporated inDE3
  • Business address950 Railroad Ave, Midland, Pa 150593
  • Filer categoryNon-accelerated filer, Smaller reporting company3
  • Legal formCorporation2
  • LEI549300O0BJLT7G4BZ2772
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressC/O RESIDENT AGENTS INC., 19901 Dover, United States2
  • Registered withDivision of Corporations, Department of State, 50810432

PJM Energy Market is amongst the largest wholesale power markets in North America.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

43.6%Gross margin6
-48.5%Operating margin6
-59.5%Net margin6
-32.9%Revenue growth, 20256

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Digital Colocation Revenues brought in 66% of the revenue Big Digital Energy, Inc. broke down this way in fiscal 2025.

  1. Digital Colocation Revenues$26.1M666%down 32% from 2024
  2. Energy Management Revenue$11.8M630%up 56% from 2024
  3. Digital Assets Mining Revenue$1.9M65%down 85% from 2024
Products and services by year
Products and services20242025
Digital Colocation Revenues$38.5M$26.1M
Energy Management Revenue$7.6M$11.8M
Digital Assets Mining Revenue$12.6M$1.9M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue50¢$22.4M
  • Selling, general and admin50¢$22.7M
  • Income tax0¢$12.5K

Out of $39.8M in revenue.6 The company lost money this year.

Financial statements

Revenue789106$39.8M in 2025+1325036% since 2019
0$25.0M$50.0M$75.0M$100.0M2019: $3.0K$3.0K20192020: $4.4M$4.4M2020+148196%2021: $43.9M$43.9M2021+886%2022: $84.4M$84.4M2022+92%2023: $43.6M$43.6M2023−48%2024: $59.3M$59.3M2024+36%2025: $39.8M$39.8M2025−33%
Gross profit8910116$17.3M in 2025+1241% since 2020
0$10.0M$20.0M$30.0M$40.0M2020: $1.3M$1.3M20202021: $34.0M$34.0M2021+2526%2022: $36.7M$36.7M2022+8%2023: $15.0M$15.0M2023−59%2024: $20.3M$20.3M2024+35%2025: $17.3M$17.3M2025−14%
Operating income7910116-$19.3M in 2025+509% since 2019
-$80.0M-$60.0M-$40.0M-$20.0M02019: -$3.2M-$3.2M20192020: -$2.4M-$2.4M2020−23%2021: -$42.7M-$42.7M2021+1647%2022: -$44.1M-$44.1M2022+3%2023: -$60.3M-$60.3M2023+37%2024: -$31.2M-$31.2M2024−48%2025: -$19.3M-$19.3M2025−38%
Net income78910116-$23.7M in 2025+586% since 2019
-$80.0M-$60.0M-$40.0M-$20.0M02019: -$3.5M-$3.5M20192020: -$5.1M-$5.1M2020+47%2021: -$45.0M-$45.0M2021+788%2022: -$52.8M-$52.8M2022+17%2023: -$60.4M-$60.4M2023+15%2024: -$46.1M-$46.1M2024−24%2025: -$23.7M-$23.7M2025−49%

Every line of the income statement as filed: the last 2 fiscal years, latest first.6

Period ending2025-12-312024-12-31
Total revenues$39.8M$59.3M
Less: Cost of revenues (excluding depreciation)$22.4M$39.0M
Gross profit$17.3M$20.3M
Selling, general and administrative$22.7M$18.3M
Stock based compensation$9.0M$14.1M
Depreciation and amortization$5.6M$17.9M
Change in fair value of derivative asset-$590.1K$1.2M
Total operating expenses$36.6M$51.4M
Loss from operations-$19.3M-$31.2M
Gain (loss) on foreign currency transactions-$1.3M$1.0M
Interest expense-$3.4M-$3.1M
Other income$357.8K$364.4K
Other expenses-$77.9K-$39.6K
Loss on deconsolidation-$12.4M
Total non-operating expense, net-$4.4M-$14.2M
Loss before income taxes-$23.6M-$45.4M
Income tax expenses-$12.5K-$976.6K
Net loss-$23.7M-$46.3M
Less: Net loss attributable to non-controlling interests-$205.1K
Net loss attributed to Mawson common stockholders-$23.7M-$46.1M
Net loss per share, basic-$20.11-$51.75
Net loss per share, diluted-$20.11-$51.75
Weighted average number of shares outstanding, basic1.2M shares891.4K shares
Weighted average number of shares outstanding, diluted1.2M shares891.4K shares

Compare Big Digital Energy, Inc. with another company

Corporate structure

Big Digital Energy, Inc. sits at the top of its group. 10 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Big Digital Energy, Inc.

  • Endeavor Blockchain, LLC Filed SCHEDULE 13D/A on Big Digital Energy, Inc., latest Sep 28, 2026 (14 filings since Dec 22, 2025)
  • Rahul Mewawalla Filed SCHEDULE 13D/A on Big Digital Energy, Inc., latest May 27, 2025 (5 filings since Jul 3, 2024)
  • Big Digital Energy, Inc. Hod Hasharon, Israel
    • Cosmos Infrastructure LLC Subsidiary · Delaware, United States
    • Luna Squares LLC Subsidiary · Delaware, United States
    • Luna Squares Property LLC Subsidiary · Delaware, United States
    • Luna Squares Repairs LLC Subsidiary · Delaware, United States
    • Mawson Bellefonte LLC Subsidiary · Delaware, United States
    • Mawson Hosting LLC Subsidiary · Delaware, United States
    • Mawson Midland LLC Subsidiary · Delaware, United States
    • Mawson Mining LLC Subsidiary · Delaware, United States
    • Mawson Ohio LLC Subsidiary · Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Big Digital Energy, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$121.3M6 Dec 31, 2025$121.2M6 Dec 31, 2024+0.1%
Accumulated depreciation$98.8M6 Dec 31, 2025$93.2M6 Dec 31, 2024+6.0%
Property and equipment, net$22.6M6 Dec 31, 2025$28.1M6 Dec 31, 2024−19.6%
Operating-lease assets (leased space)$3.2M6 Dec 31, 2025$4.0M6 Dec 31, 2024−18.7%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$13.3M6 Dec 31, 2025$6.1M6 Dec 31, 2024+117.9%
Deposits held (banks)$15.3M11 Dec 31, 2024$15.3M10 Dec 31, 20230%

Properties, in its own words

Our principal place of business is located at 950 Railroad Avenue, Midland, Pennsylvania 15059.

The Company leases 8 acres of land in Midland, Pennsylvania, where one of our data center facilities is located. On September 9, 2024, the Company entered into a lease amendment that extended the term of the lease from September 14, 2024 to September 14, 2027. The lease provides the option to exercise three additional three-year extensions for an aggregate of 11 more years from date of the lease amendment. On February 3, 2026, we notified the landlord that we wish to enter into a lease agreement that extends the lease through September 14, 2030.

The rest of Item 2

Effective May 24, 2023, Mawson Bellefonte LLC entered into a lease agreement for a 9,918 square foot developed mining facility in Bellefonte, Pennsylvania. The term of the lease was for two years and seven months, with an option to extend for five years. In November 2025, the Company exercised the option to extend the lease for an additional five years.

On March 16, 2022, Luna Squares Property LLC entered into a lease with respect to a property in the City of Sharon, Mercer County, Pennsylvania with Vertua Property, Inc. (“Vertua”). On February 2, 2024, the lease was terminated by the landlord, which is currently in a legal dispute, and is currently in litigation.

Effective May 1, 2023, Mawson Ohio LLC took an assignment of a lease agreement for approximately 64,600 square feet for an undeveloped site in Corning, Ohio. The term of the lease is five years, with an option to extend for five years.

We do not own or lease any other land or buildings. We believe that our existing facilities are suitable and adequate to meet our current business requirements. However, Mawson is growing and, should we require additional or alternative facilities, we believe that such facilities can be obtained in reasonable time frames at acceptable commercial rates.

Item 2 of the 10-K filed Mar 31, 2026.5

Leadership

Who has led Big Digital Energy, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (29)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive Officer, DirectorManning James named May 18, 2022 to Jan 18, 202358
  • Executive Officer, DirectorManning Edward James named Jan 28, 2022 to Mar 1, 202259
  • DirectorYossi Keret named May 18, 202260
  • DirectorYossi Edward Keret named Mar 1, 202259
  • DirectorYossi John Walton Keret named Jan 28, 202261

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Cosmos Infrastructure LLC Delaware4
  • Luna Squares LLC Delaware4
  • Luna Squares Property LLC Delaware4
  • Luna Squares Repairs LLC Delaware4
  • Mawson Bellefonte LLC Delaware4
  • Mawson Hosting LLC Delaware4
  • Mawson Midland LLC Delaware4
  • Mawson Mining LLC Delaware4
  • Mawson Ohio LLC Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Mawson Infrastructure Group Inc.Mar 23, 2021 to Apr 23, 20263
  • Wize Pharma, Inc.Nov 21, 2017 to Mar 16, 20213
  • OphthaliX, Inc.Feb 9, 2012 to Nov 14, 20173
  • DENALI CONCRETE MANAGEMENT INCFeb 18, 2003 to Feb 6, 20123

Timeline

  1. Sep 24, 20268-K Entered a material agreement; Unregistered sale of shares62
  2. Jul 20, 20268-K Entered a material agreement; Completed an acquisition or sale; Regulation FD disclosure63
  3. Jul 6, 20268-K Entered a material agreement; Unregistered sale of shares; Bylaws or fiscal year changed64
  4. Jun 17, 20268-K Regulation FD disclosure65
  5. Jun 15, 2026New chief executive Cody Smith becomes CEO15
  6. Jun 9, 20268-K Entered a material agreement; Change to shareholders' rights; Bylaws or fiscal year changed66
  7. Jun 3, 20268-K Entered a material agreement; New debt or obligation; Regulation FD disclosure67
  8. May 1, 20268-K Entered a material agreement; Regulation FD disclosure68
  9. Apr 23, 20268-K Listing notice or transfer; Bylaws or fiscal year changed; Regulation FD disclosure69
  10. Apr 8, 20268-K Executive or director change; Regulation FD disclosure70
  11. Apr 6, 20268-K Entered a material agreement; Executive or director change; Regulation FD disclosure71
  12. Mar 16, 20268-K Regulation FD disclosure72
  13. Feb 6, 20268-K Results of operations; Regulation FD disclosure73
  14. Dec 22, 2025New chief executive Kaliste Saloom becomes CEO16
  15. Jul 3, 2023New chief executive Rahul Mewawalla becomes CEO17
  16. Apr 23, 2019New chief executive Noam Danenberg becomes CEO18
  17. Nov 27, 2017New chief executive Or Eisenberg becomes CEO19
  18. Feb 28, 2013New chief executive Barak Singer becomes CEO21
  19. Jan 8, 2013New chief executive Gil Ben-Menachem becomes CEO20
  20. Feb 10, 2012Founded Big Digital Energy, Inc. is founded2
  21. Dec 1, 2011New chief executive Pnina Fishman becomes CEO22

Calendar

Coming up

  1. Nov 13, 2026Reports results for the quarter ending Sep/202674

When it reported results

  1. Feb 6, 2026Reported quarterly or annual results73
  2. Nov 25, 2025Reported quarterly or annual results75
  3. Nov 14, 2025Reported quarterly or annual results76
  4. Oct 17, 2025Reported quarterly or annual results77
  5. Mar 28, 2025Reported quarterly or annual results78
  6. Jan 14, 2025Reported quarterly or annual results79
  7. Nov 20, 2024Reported quarterly or annual results80
  8. Nov 14, 2024Reported quarterly or annual results81

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

359 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 158 major events, 106 insider forms, 19 large holders, 4 private raises, 51 other. The latest 20:

  1. Oct 9, 2026PRER14A PROXY STATEMENT EDGAR
  2. Sep 28, 20264 EDGAR
  3. Sep 28, 2026SCHEDULE 13D/A EDGAR
  4. Sep 25, 2026PRE 14A PROXY STATEMENT EDGAR
  5. Sep 24, 20268-K CURRENT REPORT EDGAR
  6. Sep 23, 20264 EDGAR
  7. Sep 22, 20264 EDGAR
  8. Sep 18, 20264 EDGAR
  9. Sep 15, 20264 EDGAR
  10. Sep 10, 20264 EDGAR
  11. Sep 2, 20264 EDGAR
  12. Aug 31, 2026424B3 PROSPECTUS EDGAR
  13. Aug 31, 20264 EDGAR
  14. Aug 28, 2026EFFECT EDGAR
  15. Aug 21, 20264 EDGAR
  16. Aug 20, 20264 EDGAR
  17. Aug 18, 20264 EDGAR
  18. Aug 14, 202610-Q QUARTERLY REPORT EDGAR
  19. Jul 20, 2026S-8 REGISTRATION STATEMENT EDGAR
  20. Jul 20, 2026S-3 REGISTRATION STATEMENT EDGAR

The 359 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

50 open-market trades by officers, directors and large owners since October 2021: 49 buys and 1 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 21, 2026Six Thirty AI, LLC10% ownerBuy795$6.21$4.9KForm 4
Sep 18, 2026Six Thirty AI, LLC10% ownerBuy494$5.99$3.0KForm 4
Sep 15, 2026PM Squared LLC10% ownerBuy1,325$5.99$7.9KForm 4
Sep 14, 2026Smith Cody10% ownerBuy912$6.49$5.9KForm 4
Sep 11, 2026Smith Cody10% ownerBuy1,138$6.35$7.2KForm 4
Sep 9, 2026Smith Cody10% ownerBuy1,130$6.35$7.2KForm 4
Sep 2, 2026Six Thirty AI, LLC10% ownerBuy4,000$6.29$25.2KForm 4
Sep 1, 2026Six Thirty AI, LLC10% ownerBuy16,000$6.46$103.4KForm 4
Aug 31, 2026Six Thirty AI, LLC10% ownerBuy30,000$6.66$199.8KForm 4
Aug 28, 2026Six Thirty AI, LLC10% ownerBuy135$6.64$896Form 4
Aug 27, 2026PM Squared LLC10% ownerBuy135$7.25$979Form 4
Aug 21, 2026Kilgore Joshua AllenOfficerBuy6,000$7.52$45.1KForm 4
Aug 20, 2026Kilgore Joshua AllenOfficerBuy2,098$7.09$14.9KForm 4
Aug 18, 2026Smith Cody10% ownerBuy16,000$6.73$107.7KForm 4
Aug 17, 2026Davis RodgerDirectorBuy800$7.10$5.7KForm 4
Aug 17, 2026Smith Cody10% ownerBuy14,600$7.18$104.8KForm 4
Aug 14, 2026Smith Cody10% ownerBuy39,090$6.72$262.5KForm 4
Jun 30, 2026Six Thirty AI, LLC10% ownerBuy16,700$1,000.00$16.7MForm 4
Jun 30, 2026Kilgore Joshua AllenOfficerBuy16,700$1,000.00$16.7MForm 4
Jun 12, 2026Hough LisaDirectorBuy1,000$7.46$7.5KForm 4

All 50 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024Rahul Mewawalla$825.0K$20.3M84
2024William ‘Sandy’ Harrison$275.0K$1.5M84
2024Kaliste SaloomInterim CEO, General Counsel and Corporate Secretary$199.0K$761.6K84
2023Former CEOPresident and Director$447.1K$11.6M84
2023Former Chief Financial Officer$153.8K$563.2K84

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Nov 4, 2022Raised $326,959 in a private offering of equity Form D: 4 investors so far Form D
  2. May 3, 2022Raised $19,350 in a private offering of equity Form D: 1 investor so far Form D
  3. Feb 23, 2022Raised $25 million in a private offering of securities Form D: 1 investor so far Form D
  4. Jan 3, 2022Filed a private offering of equity Form D: 1 investor so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Jane Street Group, LLC58,262$519.7K0.0%New
Vanguard Capital Management LLC45,621$406.9K0.0%+39,174
NewEdge Advisors, LLC37,983$338.8K0.0%New
Geode Capital Management, LLC37,934$338.4K0.0%+10,955
UBS Group AG33,001$294.4K0.0%+32,523
Bluefin Capital Management, LLC25,338$226.0K0.1%+10,238
Vanguard Fiduciary Trust Co21,051$187.8K0.0%+18,113
Susquehanna International Group, Llp13,455$120.0K0.0%New
State Street Corp11,800$105.3K0.0%New
Chicago Partners Investment Group LLC17,700$98.8K0.0%New
Citigroup Inc876$7.8K0.0%+875
Royal Bank Of Canada522$5.0K0.0%New
Tower Research Capital LLC (TRC)406$3.6K0.0%−2,041
Jpmorgan Chase & Co271$2.4K0.0%+127
Morgan Stanley150$1.3K0.0%+145
SBI Securities Co., Ltd.134$1.2K0.0%+7
Caitong International Asset Management Co., Ltd8$710.0%+7

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Big Digital Energy, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBig Digital Energy, Inc.1
  • CIK0001218683
  • Employer ID (EIN)88-04451675
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)6199 Finance Services1
  • SEC reviewing officeOffice of Crypto Assets, Division of Corporation Finance1
  • Business address950 Railroad Ave, Midland, PA 150591
  • Phone(724) 683-74431
  • Shares outstanding5,664,339 as of Aug 7, 202613
  • Public float$6.5M as of Jun 30, 20255
  • AuditorWolf & Company, P.C., Boston, Massachusetts PCAOB ID 392; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceFeb 18, 20031
  • Filings743 in all: 8-K (271), 4 (132), 10-Q (56), 3 (42), 10-K (18), SCHEDULE 13D/A (15), CORRESP (13), UPLOAD (13)1
    All 57 form types

    DEF 14A (11), SC 13D/A (11), 4/A (10), 424B5 (10), EFFECT (9), SC 13D (8), 424B3 (7), D (7), PRE 14A (7), SC 13G (7), 8-K/A (6), NT 10-Q (6), S-8 (6), SB-2/A (6), SC 13G/A (6), 3/A (5), S-1/A (5), S-3 (5), DFAN14A (4), S-1 (4), DEF 14C (3), PRE 14C (3), 10-K/A (2), 10-Q/A (2), 10QSB (2), 425 (2), 8-A12B (2), CT ORDER (2), DEFA14A (2), RW (2), S-3/A (2), SC 14F1 (2), 10KSB (1), 10SB12G (1), 5 (1), ARS (1), CERT (1), DEFM14C (1), DEFR14A (1), DRS (1), FWP (1), PREC14A (1), PREM14C (1), PRER14A (1), S-4 (1), S-4/A (1), SB-2 (1), SC 14F1/A (1), SCHEDULE 13D (1)

  • Latest filingsAnnual report (10-K) Mar 31, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Sep 4, 2025
    Latest 8-K (8-K) Sep 24, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.001 per shareMIGIThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Big Digital Energy, Inc. names in Item 1A of its 10-K filed Mar 31, 2026: 47 risks under these headings, as written.5

  • Risks Relating to Our Business and Management
  • Risks Relating to Digital Assets Mining, Bitcoin Price and Technology
  • Risks Relating to Laws, Regulatory Frameworks, and Legal Action
  • We have incurred operating losses since inception.
  • We receive a significant portion of our digital colocation revenues from a limited number of customers. The loss of a major customer could adversely affect our business.
  • Changes in our business strategy or restructuring of our businesses may increase our costs or otherwise affect our businesses.
  • We will need to raise substantial additional capital to continue our operations and execute our business strategy, meet our debt service obligations and execute our business strategy, and we may not be able to raise adequate capital on a timely basis, on favorable terms, or at all. Our inability to raise sufficient capital would have a material adverse effect on our financial condition and business.
  • We are exploring and evaluating strategic options and capital-raising transactions. We cannot assure you that our evaluation of strategic options will result in any particular outcome, and the perceived uncertainties related to Mawson could adversely affect our business and our stockholders.
  • We have experienced management turnover, including turnover of our top executives, which creates uncertainties and could have an adverse effect on our business.
  • Inflation in the global economy could negatively impact our business and results of operations.
  • We or our suppliers may not be able to procure or repair hardware that is required in our operations.
  • The Company’s expansion into the AI and HPC markets may present increased liability and additional risks to our business.
The other 38 risks
  • Mining equipment is prone to breakdown, fail or become obsolete.
  • Any extended outage or limitation of an internet connection at our sites could materially impact our operations and financial performance.
  • Access to reliable electricity sources at reasonable prices is critical to our growth and profitability.
  • Cyber-security threats pose a challenge to our business, including the safekeeping of our digital assets, and a risk of reputational damage.
  • We may not have, or be able to obtain or maintain, relevant business insurance.
  • The sale of our digital assets to pay expenses at a time of low digital asset prices could adversely affect our business.
  • If we fail to grow our hash rate and to effectively manage the renewal of our Miner fleet and other plant and equipment, we may be unable to compete, and our results of operations could suffer.
  • Digital assets mining is a highly competitive industry.
  • Global climate change may have an adverse effect on our business operations and financial position.
  • Banks and financial institutions may cease to provide financial services to persons involved in digital assets transactions.
  • Risks Relating to Digital Assets and Technology
  • The digital assets industry and pricing can be volatile.
  • Changes to digital asset network protocols and governance may adversely affect our business.
  • If a malicious actor or botnet obtains control in excess of 50% of the processing power active on any digital asset network, including the Bitcoin network, it is possible that such actor or botnet could manipulate the blockchain in a manner that adversely affects us.
  • A failure to properly monitor and upgrade the Bitcoin network protocol could damage the Bitcoin network and adversely affect us.
  • The incentive for Bitcoin mining may decrease over time as the reward decreases.
  • Increasing network difficulty plays a crucial role in determining the profitability of digital assets and Bitcoin mining.
  • An increase in transaction fees could reduce the price of digital assets.
  • Digital assets firms may be forced to sell their Bitcoin or digital assets holdings putting downward pressure on the Bitcoin price.
  • To the extent that the digital asset exchanges / custodians representing a substantial portion of the volume in digital asset trading are involved in fraud or experience security failures or other operational issues, such digital asset exchanges / custodians’ failures may result in a reduction in the price of some or all digital assets and can adversely affect us.
  • The further development and acceptance of digital asset networks and other digital assets, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of digital asset systems may adversely affect us.
  • Future digital assets and digital currency development may lessen the usage of Bitcoin.
  • The development of quantum computing threatens the cryptographic protections of blockchain protocols.
  • We are subject to a highly evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our business, reputation, prospects or operations. Obtaining and complying with required government permits and approvals may be time-consuming and costly.
  • Digital assets such as Bitcoin are likely to be more highly regulated.
  • We may not be able to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 2002.
  • Future developments regarding the treatment of digital assets for U.S. federal income and foreign tax purposes could adversely impact our business.
  • Regulatory intervention by governments could affect the right to acquire, own, hold, sell, exchange or use Bitcoin or other digital assets.
  • Additional legislation or guidance may be issued by U.S. and non-U.S. governing bodies that may differ significantly from our practices or interpretation of the law, which could have unforeseen effects on our financial condition and results of operations.
  • Legislative, regulatory, and litigation threats regarding climate change and energy conservation could add significant burden, costs and reputational damage to our business.
  • Changes to laws regarding the operation of Bitcoin mining and Bitcoin and digital assets exchanges by third parties may make the business model unsustainable and may lead to an inability to exchange mined Bitcoin for fiat currency efficiently. Digital assets mining may be made illegal in certain jurisdictions, including the ones we operate in, which could adversely affect our business prospects and operations.
  • We have been subject to material litigation (including with our lenders and counterparties) that are expensive to support, and if resolved adversely, could harm our business, revenue, and financial results.
  • Risks Relating to the Ownership of Our Common Stock and Other Risks
  • If we fail to comply with the continued listing standards of The Nasdaq Capital Market, we may be delisted and the price of our Common Stock, our ability to access the capital markets and our financial condition could be negatively impacted.
  • The Company’s business has been and could be negatively affected as a result of actions of activist stockholders, and such activism could adversely affect the strategic direction and business results of the Company.
  • Endeavor and certain of its affiliates own a large portion of the voting power of our Common Stock. Endeavor’s interests may conflict with ours or those of our other stockholders.
  • Our Rights Agreement includes terms and conditions that could discourage a takeover or other transaction that stockholders may consider favorable.
  • The trading price of our Common Stock is likely to continue to be volatile.
  • Our financial results may vary significantly from period to period due to fluctuations in our revenue, operating costs and other factors.
  • We may fail to meet our publicly announced guidance or other expectations about our business, which could cause our stock price to decline.

Legal proceedings

The Company and certain of its subsidiaries are currently in disputes, which may be in or may lead to litigation. The results of these matters cannot be predicted with certainty and an unfavorable resolution of one or more of these or other matters could have a material adverse effect on our business, results of operations, financial condition and/or cash flows. For information regarding these and other ongoing legal matters, refer to Note 10 – Commitments and Contingencies to the consolidated financial statements included in Item 15. “Exhibits, Financial Statement Schedules” in this Annual Report. The disclosure set forth in Note 10 relating to such legal matters is incorporated herein by reference.

Securities Laws Litigation

The opening of Item 3, Legal Proceedings.5

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