WhiteFiber Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 1.01 Entry Into A Material Definitive Agreement
Bridge Facility
On May 20, 2026 (the “Effective Date”), WhiteFiber Inc.’s (the “Company”) wholly-owned subsidiary, Enovum NC-1 Venture, LLC (the “Borrower”), a Delaware limited liability company, entered into a Delayed Draw Term Loan Facility and Security Agreement (the “Term Loan”) with Bit Digital Capital, Inc. (the “Lender”), a Delaware corporation and wholly-owned subsidiary of Bit Digital, Inc. (“Bit Digital”) and White Fiber Operating Partnership LP (the “Guarantor”). The Borrower intends to use the Term Loan for general corporate purposes, which may include the completion of the buildout of the first phase of a high-performance computing (HPC) data center located in Madison, North Carolina (“NC-1”), being developed by affiliates of the Company, subject to the timing of the closing of permanent financing, as well as other growth initiatives. The Term Loan provides for loans in an aggregate principal amount of up to $100 million, which may be increased to $150 million (the “Facility Size”) upon mutual agreement of the parties.
The term of the Term Loan (the “Facility Availability Period”) is for nine months or, if extended by the Borrower upon written notice delivered no less than 30 days prior to the nine-month anniversary of the Effective Date, for an additional three months. The interest rate is equal to 9.5% per annum before the Rate Step Down Event, and 8% thereafter. The “Rate Step Down Event” will occur when the Borrower has delivered reasonable evidence to the Lender that the following conditions have been satisfied: (i) the development of a 40 megawatt phase I buildout of NC-1 has been substantially completed and (ii) at least 80% of the phase I data center capacity has been leased to tenants at market rates.
The Lender has agreed to make loans of not less than $1 million, each subject to the satisfaction of normal closing conditions. Each Advance will be funded net of a 3% original issue discount, with the Borrower remaining liable for the full stated principal amount. The Borrower will pay a commitment fee equal to 0.50% of the undrawn Facility Size, payable upon expiration of the Facility Availability Period. The Borrower may elect, at its sole discretion, to have all or any portion of accrued and unpaid interest added to the outstanding principal amount of an Advance on each Interest Payment Date (payment-in-kind). Payments to the Lender on any Advance as of such Advance’s Maturity Date shall be no less than 1.1 multiplied by the principal amount of such Advance (excluding any original issue discount), less the cumulative amount of all payments (including interest, payment-in-kind interest, and fees) received by the Lender in respect of such Advance (the “MOIC Amount”). Any overdue amounts shall bear interest at the Default Rate, equal to the lesser of (i) the Interest Rate plus 3.0% per annum or (ii) on any day, the highest rate of interest (if any) permitted by applicable law or regulation on such day. There is no prepayment penalty, and prepayment will not reduce the MOIC Amount owed by the Borrower to the Lender.
No later than the fifth Business Day following the date of receipt by the Borrower of any Net Cash Proceeds from any disposition of Collateral not in the Ordinary Course of Business, the Borrower shall prepay the Advances in an aggregate amount equal to 100% of such Net Cash Proceeds. The Collateral is defined as all of the Borrower’s rights, title and interest in all of the stock in Enovum NC-1 Topco, Inc.
When Enovum NC-1 Bidco, LLC or another affiliate of Borrower obtains loan financing from institutional investors or other form of permanent financing in respect of NC-1 (a “Collateral Step Down Event”), the Lender has agreed to release any and all liens and security interests which it may have in respect of the Collateral. The Guarantor, as the parent entity and 100% holder of the Borrower’s membership interests, has irrevocably and unconditionally guaranteed the due and punctual payment in full of principal and interest on the draws under the Term Loan when the same become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand, or otherwise. Upon the occurrence of a Collateral Step Down Event, any and all obligations of the Guarantor under the Term Loan, other than those obligations that arose prior to the Collateral Step Down Event, shall be released.
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Bridge Facility – Fairness Opinions
Each of the Board of Directors of Bit Digital and the Company has received the written opinion of Needham and Company LLC and Seaport Global Securities, LLC, respectively (the “Fairness Opinions”), to the effect that, as of the date of such opinion and based upon and subject to the factors and assumptions set forth therein, the terms of the Term Loan are fair, from a financial point of view, to Bit Digital and the Company and their unaffiliated minority shareholders, respectively. The Term Loan transaction was approved by an independent committee of each of the Company’s and Bit Digital’s Board of Directors. Bit Digital was represented in this transaction by Davidoff Hutcher & Citron LLP, and the Company was represented by White & Case LLP.
All capitalized terms used in this Current Report on Form 8-K (this “Current Report”), but not otherwise defined, have the meaning ascribed to such terms in the exhibit set forth herein as Exhibits 10.1. The foregoing description of the Term Loan is qualified in its entirety by reference to the full text of the agreements, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
B. Riley Assignment
On May 26, 2026, the Lender assigned a $20 million portion of an Advance under the Term Loan to B. Riley Securities, Inc. (“B. Riley”), a Delaware corporation, pursuant to an Assignment and Assumption Agreement (the “Assignment Agreement”) by and between the Lender and B. Riley. Pursuant to the Assignment Agreement, B. Riley became a lender of record under the Term Loan with respect to such assigned Advance on the same economic terms as the Lender, including the Interest Rate, MOIC Amount and security interest in the Collateral. The assigned Advance has a term of 90 days.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 to this Current Report concerning the Delayed Draw Term Loan Facility and Security Agreement with Enovum NC-1 Venture, LLC, White Fiber Operating Partnership LP and Bit Digital Capital, Inc. is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On May 27, 2026, the Company issued a press release announcing the Delayed Draw Term Loan Facility and Security Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01 of this Current Report and in Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
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Forward-Looking Statements
This Current Report and the exhibits hereto contain “forward-looking” statements, as that term is defined under the federal securities laws, that are based on management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include statements concerning the Company’s expectations regarding the use of the net proceeds of the Term Loan. In some cases, forward-looking statements can be identified by the use of terms such as “may,” “will,” “might,” “to allow” or similar expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual events to differ from the Company’s plans. These risks include, but are not limited to, market risks, trends and conditions, and those risks included in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on March 26, 2026, its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, filed with the SEC on May 14, 2026, and other filings that the Company makes from time to time with the SEC, which are available on the SEC’s website at www.sec.gov. In addition, forward-looking statements contained in this Current Report and the exhibits hereto are based on assumptions that the Company believes to be reasonable as of the date of this Current Report. The Company assumes no obligation to update these forward-looking statements as a result of new information, future events, changes in expectations or otherwise except to the extent required by applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1+ | Delayed Draw Term Loan Facility and Security Agreement effective May 20, 2026, by and among Enovum NC-1 Venture, LLC, Bit Digital Capital, Inc. and White Fiber Operating Partnership LP. | |
| 99.1 | Press Release, dated May 27, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
+ Certain of the schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WHITEFIBER, INC. | ||
| Dated: May 27, 2026 | By: | /s/ Sam Tabar |
| Name: | Sam Tabar | |
| Title: | Chief Executive Officer | |
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