BGDE — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-14

• Throughout this report, unless otherwise designated, the terms “we,” “us,” “our,” the “Company,” and “Big Digital,” refer to Big Digital Energy, Inc., a Delaware corporation, Cosmos Infrastructure LLC, Luna Squares LLC, , Mawson Bellefonte LLC, Luna Squares Repairs LLC, Luna Squares Property LLC, Ma…

• - our ability to maintain the listing of our common stock on Nasdaq;

• - our need to, and difficulty in, raising additional debt or equity capital and the availability of financing opportunities, including through our “at the market” offering program;

• - the evolution of AI and HPC markets and changing technologies;

• - the slower than expected growth in demand for AI, HPC and other accelerated computing technologies;

Text removed vs the prior filing · source: 10-Q · 2025-11-14

• Throughout this report, unless otherwise designated, the terms “we,” “us,” “our,” the “Company,” and “Mawson,” refer to Mawson Infrastructure Group Inc., a Delaware corporation, Cosmos Trading Pty Ltd, Cosmos Infrastructure LLC, Cosmos Manager LLC, MIG No.1 Pty Ltd (on March 19, 2024, MIG No.1 Pty L…

• - our ability to cure any continued listing deficiencies and maintain the listing of our Common Stock on the Nasdaq Capital Market;

• - the availability of our “at the market offering” program and our ability or inability to secure additional funds through equity financing transactions;

• - the evolution of AI and HPC market and changing technologies;

• - the slower than expected growth in demand for AI, HPC and other accelerated computing technologies;

Text added vs the prior filing · source: 10-Q · 2026-05-14

• As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure contro…

• There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Text removed vs the prior filing · source: 10-Q · 2025-11-14

• Our Board of Directors, the Committee(s) thereof and our management team, including our Interim Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), have evaluated the effectiveness of our disclosure controls and procedures (as defined in R…

• Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the deg…

• A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

• Segregation of Duties and Staff Turnover. In prior quarters, we identified an inadequate segregation of duties in place related to our financial reporting and other review and oversight procedures due to the lack of sufficient accounting and other personnel, giving rise to the risk of lack of abilit…

• During the nine-month period ending September 30, 2025, we have implemented several corrective measures, including the hiring of additional accounting and finance personnel, which has strengthened our overall control environment. These new resources have allowed us to establish sufficient segregatio…

Text removed vs the prior filing · source: 10-Q · 2025-11-14

• On July 8, 2025, the Company filed a complaint in the Court of Chancery of the State of Delaware against Mr. Mewawalla captioned Mawson Infrastructure Group Inc. v. Rahul Mewawalla, No. 2025-0789-JTL (the “Mewawalla Action”). The Mewawalla Action seeks to recover damages from Mr. Mewawalla arising o…

Text added vs the prior filing · source: 10-Q · 2026-05-14

• 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.

• Although our Common Stock is currently listed on The Nasdaq Capital Market, we may not be able to continue to meet the minimum listing requirements of the Nasdaq Stock Market LLC (“Nasdaq”).

• On April 17, 2026, we received written notice from Nasdaq that, based on our reported stockholders’ equity as of December 31, 2025, we no longer satisfied Nasdaq Listing Rule 5550(b), and the Staff issued a delisting determination. On May 1, 2026, the Company requested a hearing before the Panel to …

• 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.

Text removed vs the prior filing · source: 10-Q · 2025-11-14

• 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.

• We have in the past and expect to continue to derive a significant portion of our digital colocation revenues from a relatively limited number of customers. The loss of any one or more of these customers, a significant change in their business model, or in their ability to make payments when due, co…

• We are not currently in compliance with the continued listing requirements for Nasdaq. If we do not regain compliance and continue to meet the continued listing requirements, our Common Stock may be delisted and the price of our Common Stock, our ability to access the capital markets and our financi…

• As previously disclosed, on September 12, 2025, the Company was notified that the Panel had determined to grant the Company’s request for continued listing on Nasdaq, subject to the Company timely satisfying certain conditions.

• On January 24, 2025, the Company was notified by the Staff of Nasdaq that for the 33 consecutive business days preceding the date of the notice, the Company’s MVLS was less than the $35.0 million minimum required for continued listing under the MVLS Rule and the Company was granted a 180-calendar da…