Bit Digital, Inc 6-K, filed Oct 17, 2024

Bit Digital, Inc (BTBT)

6-K 2024-10-17 For: 2024-10-17

View Original

Added on April 11, 2026

About this 6-K

Bit Digital, Inc filed this 6-K on October 17, 2024.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

	Bit Digital, Inc.
	(Registrant)

	By:	/s/ Samir Tabar
	Name:	Samir Tabar
	Title:	Chief Executive Officer

SHARE PURCHASE AGREEMENT		1

ARTICLE 1 DEFINITIONS AND INTERPRETATION		3

1.1	Defined Terms	3

1.2	Rules of Construction	19

1.3	Entire Agreement	20

1.4	Governing Law	20

1.5	Severability	20

1.6	Accounting Principles	20

1.7	Knowledge	20

1.8	Schedules and Exhibits	21

ARTICLE 2 PURCHASE AND SALE		21

2.1	Purchase and Sale of the Purchased Shares	21

2.2	Purchase Price	22

2.3	Estimated Purchase Price	22

2.4	Closing Date Payment	23

2.5	Final Determination of Purchase Price	23

2.6	Payment Allocation Schedule	26

2.7	Rollover Election	26

2.8	No Allocation to Restrictive Covenants	26

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE SELLERS		26

3.1	Organization and Capacity	27

3.2	Authorization	27

3.3	No Violation by the Sellers	27

3.4	No Other Agreements to Purchase	27

3.5	Residency	27

3.6	Title to Purchased Shares	28

3.7	Litigation	28

3.8	Brokers	28

3.9	Investment Representations	28

ARTICLE 4 REPRESENTATIONS AND WARRANTIES IN RESPECT OF THE COMPANY		29

4.1	Organization of the Company	29

4.2	No Violation by the Company; Consents	29

4.3	Share Capital	30

4.4	No Options	30

4.5	No Subsidiaries	30

4.6	Business of the Company	30

4.7	Title to Personal and Other Property	31

4.8	Owned and Leased Real Property	31

4.9	Data Center	33

4.10	Asset Purchase Agreement; Sufficiency of Assets	34

4.11	Accounts Receivable	35

4.12	Intellectual Property	35

4.13	Information Systems	38

4.14	Privacy and Anti-Spam Matters	38

4.15	Insurance	40

4.16	No Expropriation	40

4.17	Agreements and Commitments	41

4.18	Material Suppliers and Material Customers	42

4.19	Churned Contracts	42

4.20	Compliance with Laws; Authorizations	42

4.21	Financial Statements; Absence of Liabilities	43

4.22	Books and Records	44

4.23	Absence of Changes	45

4.24	Non-Arm’s Length Transactions	46

4.25	Taxes	46

4.26	Litigation	49

4.27	Tax Registrations	49

4.28	Bank Accounts and Power of Attorney	49

4.29	Directors and Officers	49

4.30	Dividends	50

4.31	Environmental	50

4.32	Employees	51

4.33	Employee Plans	53

4.34	Indebtedness and Encumbrances	54

4.35	Brokers	54

4.36	Anti-Corruption and Sanctions; Anti-Terrorism and Anti-Money Laundering	54

4.37	Competition Act	55

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER		55

5.1	Organization	55

5.2	Authorization	55

5.3	No Violation	56

5.4	Consents and Approvals	56

5.5	Litigation	56

5.6	Brokers	56

5.7	Investment Canada Act	56

5.8	Exchangeable Shares	57

ARTICLE 6 COVENANTS		57

6.1	Confidentiality	57

6.2	Books and Records	58

6.3	Restrictive Covenants	58

6.4	Tax Matters	60

6.5	Shareholders’ Agreement and Option Plan Terminations	62

6.6	Landlord Deliverables	62

ARTICLE 7 CLOSING		63

7.1	Closing	63

7.2	Closing Deliveries of the Sellers	63

7.3	Closing Deliveries by the Purchaser	64

ARTICLE 8 SURVIVAL AND INDEMNIFICATION		65

8.1	Survival of Representations, Warranties and Covenants	65

8.2	Indemnification by the Sellers	65

8.3	Indemnification by Purchaser	66

8.4	Effect of Materiality Qualifiers	66

8.5	Monetary Limitation of Liability	66

8.6	Notice of Claim	67

8.7	Time Limits for Notice of Claim	67

8.8	Direct Claims	69

8.9	Third Party Claims	69

8.10	Reduction for Insurance Recovery	71

8.11	Indemnity Escrow Amount	71

8.12	Adjustment to Purchase Price	71

8.13	Exclusivity	72

Number
10.1		Share Purchase Agreement dated October 11, 2024, by and among the Sellers, certain affiliates of the Sellers, the Sellers’ Representatives and 16428380 Canada Inc, a wholly-owned subsidiary of the Issuer. The names of the Sellers, affiliates of the Sellers, Sellers’ Representatives, certain other matters and all exhibits and schedules to this Securities Purchase Agreement have been omitted and are available upon request of the SEC.

8.14	Duty to Mitigate	72

8.15	Sellers’ Liability	72

8.16	No Double Recovery.	73

ARTICLE 9 MISCELLANEOUS		73

9.1	Appointment of Sellers’ Representative	73

9.2	Releases	75

9.3	Notices	76

9.4	Amendments and Waivers	78

9.5	Assignment	78

9.6	Successors and Assigns	79

9.7	Expenses; Commissions	79

9.8	Consultation	79

9.9	Further Assurances	79

9.10	Language	79

9.11	Counterparts	79

AND:




AND:




AND




AND




AND:




AND:




AND:




AND:





AND:		16428380 CANADA INC.,

		a corporation existing under the federal laws of Canada

		(hereinafter referred to as the “Purchaser”).

	(b)	all obligations of such Person issued or assumed as the deferred purchase price of property, business, assets, securities or services, all conditional sale obligations of such Person, and all obligations of such Person under any title retention agreement but excluding trade accounts payable and other accrued current liabilities arising in the Ordinary Course (other than the current liability portion of any indebtedness for borrowed money), as well as all earn-outs, post-closing obligations and seller notes payable with respect to the acquisition of any property, business, assets, securities or services;

	(c)	all obligations of such Person under leases that have been recorded as capital or finance leases by a Person in its financial statements or which are required to be capitalized in accordance with ASPE;

	(d)	all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction;

	(e)	overdrafts of any bank account maintained by the Company;

	(g)	all obligations of the type referred to in clauses (a) through (f) of other Persons secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Encumbrance on any property or asset of such Person (whether or not such obligation is assumed by such Person);

	(h)	outstanding construction costs associated with ongoing projects recorded within accounts payable and excluded from Target/Closing Working Capital;

	(j)	any declared and unpaid dividends or distributions, including any withholding Tax payable thereon;

	(i)	the long term portion of deferred revenue;

	(m)	deferred income Tax liabilities in respect of SR&ED Tax Credits claimed or earned in any taxable period ending on or prior to the Closing Date;

	(p)	any and all severance payments, payments in lieu of notice or termination payments, including the employer portion of any payroll Taxes, which remain outstanding and payable to employees terminated prior to Closing;

	(q)	interest rate swap, forward contract, currency or other hedging arrangements;

	(k)	income Tax liabilities and other overdue statutory liabilities in respect of any taxable period ending on or prior to the Closing Date, including the proportionate amount not accrued as of the Closing Date;

	(n)	all pension, gratuity, accrued and unused vacation and sick leave or other paid time off, bonus, payroll and any other employee liabilities not included in the current liabilities of the Company;

	(o)	any unpaid or accrued compensation or remuneration of any member of the board of directors of the Company not included in Closing Working Capital;

	(r)	shareholder credit card balances for discretionary items not related to the Business;

	(s)	any payable that has been outstanding for 90 days from the date of the applicable invoice or any payables that are over 90 days past due from their respective invoice date;

	(a)	changes in general political and economic conditions and changes affecting generally or specifically the industries and markets in which the Company conducts its Business;

	(b)	an act of terrorism or an outbreak or escalation of hostilities or war (whether declared or not declared);

	(c)	a pandemic, hurricane, tornado, flood, earthquake, natural disaster, act of God or other comparable event;

	(d)	financial, banking or securities markets, including any disruption thereof and any decline in the price of any security on any market index; and

	(a)	liens for any of the following: (i) Taxes, (ii) assessments and (iii) governmental charges, that are either not yet due or delinquent or that are due but are being contested in good faith and diligently by appropriate proceedings and in respect of which adequate provision for the related monetary obligation has been made in the Enovum Financial Statements;

	(c)	legal hypothecs in favour of architects, engineers, suppliers of material, workmen or subcontractors (i) that, individually or in the aggregate, are not material, (ii) that arose or were incurred in the Ordinary Course, (iii) that are related to obligations not due or in arrears, (iv) that have not been registered or filed under applicable Laws, and (v) for which notice in writing has not been given to the Company;

	(d)	inchoate liens claimed or held by any Governmental Body or a public utility in respect of the payment of Taxes or utilities not yet due and payable;

	(e)	Encumbrances granted in favour of any Payoff Creditors (which, for certainty will be released and discharged pursuant to the Payoff Letters);

	(f)	Encumbrances granted pursuant to the Capital Leases (which, for certainty will be released and discharged pursuant to the Capital Lease Payoff Letters and/or the provisions of the underlying Capital Leases); and

	(a)	the terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof;

	(b)	references to an “Article”, “Section”, “Schedule” or “Exhibit” followed by a number or letter refer to the specified Article or Section of or Schedule or Exhibit to this Agreement;

	(c)	the division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement;

	(d)	words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders;

	(e)	the word “including” is deemed to mean “including without limitation”;

	(f)	the terms “party” and “the parties” refer to a party or the parties to this Agreement;