What the changes say
- The company added specific risks around activist investor Endeavor holding 30percent of stock and a new Rights Agreement.
- Management highlighted ongoing Nasdaq listing compliance issues and executive turnover like CEO changes.
- Loss of a major colocation customer to a competitor was added as a new risk.
What changed since the prior 10-K
New
- NewRisks Relating to Our Business and Management
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 lost a major digital colocation customer due to their acquisition by a competitor, and failing to replace this revenue will harm our business.
- NewRisks Relating to Our Business and Management
Changes in our business strategy or restructuring of our businesses may increase our costs or otherwise affect our businesses
Restructuring our operations and reducing costs may lead to asset write-downs, workforce disruptions, and increased expenses.
- NewRisks Relating to Our Business and Management
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
Evaluating strategic options and capital-raising transactions could cause stock dilution, high costs, and significant management distraction.
- NewRisks Relating to Our Business and Management
We have experienced changes to our executive leadership, including the appointment of Kaliste Saloom as our Interim Chief Executive Officer in June 2025 and departure of Rahul Mewawalla as our Chief Executive Officer and President in July 2025
Executive leadership changes, including Kaliste Saloom becoming Interim CEO and Rahul Mewawalla departing, may disrupt operations and create uncertainty.
- NewRisks Relating to Our Business and Management
We may not have, or be able to obtain or maintain, relevant business insurance
We may not be able to obtain or maintain appropriate business insurance at commercially viable premiums due to our industry.
- NewRisks Relating to Digital Assets and Technology
Changes to digital asset network protocols and governance may adversely affect our business
Changes to digital asset network protocols, consensus rules, or decreasing block rewards could reduce demand for our colocation services.
- NewRisks Relating to Laws, Regulatory Frameworks, and Legal Action
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
We face expensive litigation, indemnification claims from agreements, and potential penalties or reputational damage from adverse legal rulings.
- NewRisks Relating to the Ownership of Our Common Stock and Other Risks
On December 22, 2025, the Company received written notice from the Nasdaq confirming that the Company had regained compliance with the MVLS Rule and would continue being listed on The Nasdaq Capital Market
Nasdaq proposed a new minimum Market Value of Listed Securities standard of $5 million without a cure period, risking immediate delisting.
- NewRisks Relating to the Ownership of Our Common Stock and Other Risks
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
Activist stockholders, specifically Endeavor Blockchain, have campaigned for corporate changes that may conflict with management strategy.
- NewRisks Relating to the Ownership of Our Common Stock and Other Risks
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
Endeavor holds a 30 percent voting stake in our Common Stock, giving them significant influence to block acquisitions or delay changes of control.
- NewRisks Relating to the Ownership of Our Common Stock and Other Risks
Our Rights Agreement includes terms and conditions that could discourage a takeover or other transaction that stockholders may consider favorable
We adopted a Rights Agreement that issues preferred stock purchase rights if any person or group acquires 20 percent or more of our Common Stock.
Dropped
- DroppedRisks Relating to Our Business and Management
Due to the industry in which we operate, we may not be able to obtain or maintain some types of insurance that operators of similar businesses in other industries would usually obtain, at commercially viable premiums, or at all
- DroppedRisks Relating to Digital Assets and Technology
Significant contributors to all or any digital asset network could propose amendments to the respective network’s protocols and software that, if accepted and authorized by such network, could adversely affect us
- DroppedRisks Relating to Digital Assets and Technology
The impact of the Bitcoin halving, which took place in April 2024 has introduced uncertainly that could materially impact our self-mining revenue or our colocation services customers businesses
- DroppedRisks Relating to Laws, Regulatory Frameworks, and Legal Action
We may be subject to material litigation (including with our lenders and counter-parties counterparties), investigations, or enforcement actions by regulators and governmental authorities that are expensive to support, and if resolved adversely, could harm our business, revenue, and financial results
- DroppedRisks Relating to Laws, Regulatory Frameworks, and Legal Action
Because there has been limited precedent set for financial accounting for Bitcoin and other digital assets, the determinations that we have made for how to account for digital assets transactions may be subject to change
Reworded
- 96% rewrittenRisks 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
Updated to detail 2025 Nasdaq notifications regarding the $35 million MVLS requirement and $1.00 bid price rule, including a hearing before the Nasdaq Hearings Panel.
Was: If we fail to comply with the continued listing standards of The Nasdaq Capital Market (“Nasdaq”), 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
- 88% rewrittenRisks Relating to Our Business and Management
We have incurred operating losses since inception
Removed the specific mention of needing to raise substantial additional capital to meet debt service obligations and execute strategies.
- 77% rewrittenRisks Relating to Our Business and Management
We have experienced management turnover, including turnover of our top executives, which creates uncertainties and could have an adverse effect on our business
Updated key executive references from specific departed officers to our Interim Chief Executive Officer and Chief Financial Officer.
- 58% rewrittenRisks Relating to Laws, Regulatory Frameworks, and Legal Action
Bitcoin and Bitcoin mining are presently legal in the U.S.; however, they may become illegal in the future, or subject to regulation (such as caps, taxes or licensing regimes)
Changed potential regulatory impact from requiring registration and compliance resulting in extraordinary expenses to continuing our digital assets business.
- 40% rewrittenRisks Relating to Laws, Regulatory Frameworks, and Legal Action
We may not be able to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 2002
Retained the Sarbanes-Oxley Section 404 internal control risk text nearly verbatim with minor stylistic updates.
- 37% rewrittenRisks Relating to the Ownership of Our Common Stock and Other Risks
We may fail to meet our publicly announced guidance or other expectations about our business, which could cause our stock price to decline
Added a specific definition for exahash as a unit of computational power measurement used in Bitcoin mining guidance.
- 36% rewrittenRisks Relating to Our Business and Management
The sale of our digital assets to pay expenses at a time of low digital asset prices could adversely affect our business
Changed our liquidation of digital assets from promptly and frequently to routinely.
- 34% rewrittenRisks Relating to Our Business and Management
Mining equipment is prone to breakdown, fail or become obsolete
Added discussion regarding energy prices, network mining difficulty, halving events, and equipment obsolescence driving the need for more efficient miners.
- 32% rewrittenRisks Relating to Digital Assets and Technology
Corporate collapses of important companies in the Bitcoin ecosystem, such as exchanges, funds, lenders, wallet providers and so on, or other digital assets can also have an impact on confidence and the Bitcoin price
All 47 risk factors
Headings as the filing states them, in filing order.
Risks Relating to Our Business and Management
- 01We have incurred operating losses since inception88% rewritten
- 02We 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 businessNew
- 03Changes in our business strategy or restructuring of our businesses may increase our costs or otherwise affect our businessesNew
- 04We 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 stockholdersNew
- 05We have experienced management turnover, including turnover of our top executives, which creates uncertainties and could have an adverse effect on our business77% rewritten
- 06We have experienced changes to our executive leadership, including the appointment of Kaliste Saloom as our Interim Chief Executive Officer in June 2025 and departure of Rahul Mewawalla as our Chief Executive Officer and President in July 2025New
- 07Inflation in the global economy could negatively impact our business and results of operations
- 08We or our suppliers may not be able to procure or repair hardware that is required in our operations
- 09The Company’s expansion into the AI and HPC markets may present increased liability and additional risks to our business
- 10Mining equipment is prone to breakdown, fail or become obsolete34% rewritten
- 11Any extended outage or limitation of an internet connection at our sites could materially impact our operations and financial performance
- 12Access to reliable electricity sources at reasonable prices is critical to our growth and profitability
- 13Cyber-security threats pose a challenge to our business, including the safekeeping of our digital assets, and a risk of reputational damage
- 14We may not have, or be able to obtain or maintain, relevant business insuranceNew
- 15The sale of our digital assets to pay expenses at a time of low digital asset prices could adversely affect our business36% rewritten
- 16If 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
- 17Digital assets mining is a highly competitive industry
- 18Global climate change may have an adverse effect on our business operations and financial position
- 19Banks and financial institutions may cease to provide financial services to persons involved in digital assets transactions
Risks Relating to Digital Assets and Technology
- 20The digital assets industry and pricing can be volatile
- 21Corporate collapses of important companies in the Bitcoin ecosystem, such as exchanges, funds, lenders, wallet providers and so on, or other digital assets can also have an impact on confidence and the Bitcoin price32% rewritten
- 22Changes to digital asset network protocols and governance may adversely affect our businessNew
- 23If 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
- 24A failure to properly monitor and upgrade the Bitcoin network protocol could damage the Bitcoin network and adversely affect us
- 25The incentive for Bitcoin mining may decrease over time as the reward decreases
- 26Increasing network difficulty plays a crucial role in determining the profitability of digital assets and Bitcoin mining
- 27An increase in transaction fees could reduce the price of digital assets
- 28Digital assets firms may be forced to sell their Bitcoin or digital assets holdings putting downward pressure on the Bitcoin price
- 29The 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
- 30Future digital assets and digital currency development may lessen the usage of Bitcoin
- 31The development of quantum computing threatens the cryptographic protections of blockchain protocols
Risks Relating to Laws, Regulatory Frameworks, and Legal Action
- 32We 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
- 33Digital assets such as Bitcoin are likely to be more highly regulated
- 34Bitcoin and Bitcoin mining are presently legal in the U.S.; however, they may become illegal in the future, or subject to regulation (such as caps, taxes or licensing regimes)58% rewritten
- 35We may not be able to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 200240% rewritten
- 36Future developments regarding the treatment of digital assets for U.S. federal income and foreign tax purposes could adversely impact our business
- 37Regulatory intervention by governments could affect the right to acquire, own, hold, sell, exchange or use Bitcoin or other digital assets
- 38Legislative, regulatory, and litigation threats regarding climate change and energy conservation could add significant burden, costs and reputational damage to our business
- 39We 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 resultsNew
Risks Relating to the Ownership of Our Common Stock and Other Risks
- 40If 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 impacted96% rewritten
- 41On December 22, 2025, the Company received written notice from the Nasdaq confirming that the Company had regained compliance with the MVLS Rule and would continue being listed on The Nasdaq Capital MarketNew
- 42The 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 CompanyNew
- 43Endeavor 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 stockholdersNew
- 44Our Rights Agreement includes terms and conditions that could discourage a takeover or other transaction that stockholders may consider favorableNew
- 45The trading price of our Common Stock is likely to continue to be volatile
- 46Our financial results may vary significantly from period to period due to fluctuations in our revenue, operating costs and other factors
- 47We may fail to meet our publicly announced guidance or other expectations about our business, which could cause our stock price to decline37% rewritten
Other Big Digital Energy 10-Ks
- FY2024 10-K risk factors41 risks
The company faces severe operating losses and extreme reliance on volatile Bitcoin prices and energy costs. Regulatory uncertainty, equipment maintenance, and management turnover dominate the risk profile. Expansion into AI and HPC infrastructure introduces indirect risks.
Filed Mar 28, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.