Bit Digital, Inc 6-K, filed Feb 3, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2021

Commission File Number: 001-38421

BIT DIGITAL, INC.

(Translation of registrant’s name into English)

136-20 38^th^ Ave., Flushing, NY11354

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F ☒         Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Exhibit Index

A copy of the Bit Digital, Inc. press release dated February 3, 2021, titled “Bit Digital, Inc. Announces Management Changes” is being furnished as Exhibit 99.1 to this Report on Form 6-K.

Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 3, 2021

Exhibit 99.1

BIT DIGITAL, INC. ANNOUNCES MANAGEMENTCHANGES

New York, February 3. 2021/ Bit Digital, Inc. (Nasdaq: BTBT), (the “Company”), an emerging bitcoin mining company headquartered in New York announced today certain management changes. The Company’s Board of Directors accepted the resignation of Ping Liu as Chairwoman of the Board, as she resigned for personal health reasons. The Board then elected Zhaohui Deng (previously misidentified as Chaohui Deng), an independent director, as Chairman of the Board. The Board removed Min Hu as Chief Executive Officer, as he was not participating in the Company’s bitcoin mining operations. Mr. Hu will remain an independent director of the Company. The Board then named Erke Huang, currently Chief Financial Officer and a director, also as Interim Chief Executive Officer while an ongoing search for a new CEO continues.

The Board also accepted the resignation of Hong Yu as Chief Strategy Officer and a director. Mr. Yu decided it was in the Company’s best interests for him to pursue his other opportunities. Separately, the Company has engaged two senior corporate strategy consultants in the United States with extensive experience spanning traditional financial services and digital assets, as well as associated legal and regulatory matters.  The addition of these resources significantly expands Bit Digital’s existing capabilities, and in partnership with Bit Digital’s management team, the consultants will help develop the evolution of Bit Digital’s business model and lead its expansion and growth strategy.  Following a transition period, the consultants are expected to be announced as senior executives of Bit Digital.

Safe Harbor Statement

This press release may containcertain “forward-looking statements” relating to the business of Bit Digital, Inc., and its subsidiary companies. Allstatements, other than statements of historical fact included herein are “forward-looking statements.” These forward-lookingstatements are often identified by the use of forward-looking terminology such as “believes,” “expects”or similar expressions, involve known and unknown risks and uncertainties. Although the Company believes that the expectationsreflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectationsmay prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as ofthe date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-lookingstatements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filedwith the Securities and Exchange Commission and available on its website at http://www.sec.gov. All forward-looking statementsattributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other thanas required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

For more information, please contact:

Erke Huang, CFO

Email: Ir@ bit-digital.com

Phone: +1 347-328-3680