Big Digital Energy, Inc. (BGDE) entered into an Exchange Agreement on September 18, 2026, to settle outstanding debt with Endeavor Blockchain, LLC. Under the terms of the agreement, Endeavor agreed to exchange all outstanding amounts on a Revolving Line of Credit Promissory Note dated May 28, 2026, for shares of the Company’s common stock.
The debt being exchanged consists of $2,500,000.00 in unpaid principal and $68,815.71 in accrued and unpaid interest, for a total exchange debt of $2,568,815.71. In exchange for this debt, Endeavor received 442,899 shares of Big Digital Energy common stock. The shares were priced at a market value of $5.80 per share, which is defined as the consolidated closing bid price immediately preceding the execution of the Exchange Agreement.
The transaction was consummated on September 21, 2026. Endeavor Blockchain, LLC is wholly owned by Joshua A. Kilgore, the Executive Chair of Big Digital Energy. Upon the closing of the exchange, Endeavor relinquished all rights, title, and interest in the debt.
Because the shares were issued pursuant to a Section 3(a)(9) exemption from registration under the Securities Act of 1933, they carry restrictions on transfer and legends reflecting their unregistered status. As part of the transaction, the Company and Endeavor also entered into a Registration Rights Agreement on September 18, 2026. This agreement requires the Company to file an initial resale registration statement covering the Shares by no later than October 9, 2026, and to use commercially reasonable efforts to cause the registration to become effective by November 17, 2026.
