8-K
Bit Digital, Inc (BTBT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Dateof earliest event reported) September 25, 2025
| BIT DIGITAL, INC. |
|---|
| (Exact name of registrant as specified in its charter) |
| Cayman Islands | 001-38421 | 98-1606989 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 31 Hudson Yards, Floor 11, New York, NY | 10001 |
|---|---|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code (212) 463-5121
N/A
(Former name or former address, if changed sincelast report.)
| Title of Each Class | Trading Symbol | Name of Each Exchange On Which Registered |
|---|---|---|
| Ordinary Shares, $.01 par value | BTBT | Nasdaq<br> Capital Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 25, 2025, Bit Digital, Inc. (the “Company”) held a General Meeting of Shareholders (the “Meeting”). The following matter was submitted to a vote of the Company’s shareholders at the Meeting:
- Approval of authorized share capital increase:
It is hereby resolved as an Ordinary Resolution that the Company’s authorized share capital be increased from US$3,500,000 divided into 340,000,000 Ordinary Shares of US$0.01 each and 10,000,000 Preference Shares of US$0.01 each to US$10,100,000 divided into 1,000,000,000 Ordinary Shares of US$0.01 each and 10,000,000 Preference Shares of US$0.01 each
At the Meeting, a total of 106,894,178 ordinary shares of the Company (the “Ordinary Shares”) and 1,000,000 Preference Shares (with 50 million votes) voted in person or by proxy, out of 319,965,103 outstanding Ordinary Shares and 1,000,000 Preference Shares entitled to vote at the Meeting. This constituted the required quorum under Cayman Islands’ law. Set forth below is the number of votes cast for, against, abstentions, and voting percentages as to each matter.
2. To approve the adoption of the resolution to increase authorized share capital:
| For | Against | Abstain | % Votes Affirmative |
|---|---|---|---|
| 104,463,587 | 50,525,969 | 1,904,622 | 66.7% |
Item9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
|---|---|
| Item 99.1 | Director’s Certificate dated September 25, 2025 evidencing passage of shareholder resolution at September 25, 2025 General Meeting. |
| --- | --- |
| 104 | Cover page interactive data file (embedded within the Inline XBRL document). |
1
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: September 25, 2025 | Bit Digital, Inc. | |
|---|---|---|
| (Registrant) | ||
| By: | /s/ Sam Tabar | |
| Name: | Sam Tabar | |
| Title: | Chief Executive Officer |
2
Exhibit 99.1
Bit Digital, Inc.
Registered Company no 319983
(Company)
Director’s Certificate
I, the undersigned, being a director of the Company, certify that the following ordinary resolution (the Shareholder Resolution) was duly passed at the general meeting of shareholders of the Company held, as adjourned, on September 25, 2025 at 9:00 a.m. at 31 Hudson Yards, Floor 11, New York, New York 10001 and virtually via live webcast (the Meeting) in accordance with the amended and restated memorandum and articles of association of the Company then in effect.
Authorised share capital increase
It is hereby resolved as an Ordinary Resolution thatthe Company’s authorized share capital be increased from US$3,500,000 divided into 340,000,000 Ordinary Shares of US$0.01 each and10,000,000 Preference Shares of US$0.01 each to US$10,100,000 divided into 1,000,000,000 Ordinary Shares of US$0.01 each and 10,000,000Preference Shares of US$0.01 each
I, the undersigned, declare that the above contains a true and exact copy of an extract of Shareholder Resolutions
| /s/ Erke<br> Huang | September 25, 2025 | |
|---|---|---|
| Name: | Erke Huang | Date signed |
| Title: | Director |