Bit Digital, Inc 6-K, filed Apr 26, 2021

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16 UNDER

THESECURITIES EXCHANGE ACT OF 1934

Forthe month of April 2021

CommissionFile Number: 001-38421

BITDIGITAL, INC.

(Translation of registrant’s name into English)

33Irving Place, New York ,NY 10003

(Addressof 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): ☐

Other Events- Submission of Matters to a Vote of Security Holders.

On April 20, 2021, Bit Digital, Inc. (the “Company”) held its 2020 Annual Meeting of Shareholders (the “Meeting”). The following matters were submitted to a vote of the Company’s shareholders at the Meeting: (i) the election of five (5) directors to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified; (ii) to approve the 2021 Omnibus Equity Incentive Plan; (iii) to ratify the appointment of Audit Alliance, LLP to serve as independent registered public accounting firm for the year ending December 31, 2021; (iv) to approve the creation and issuance of a preferred class of shares in the Company’s share capital; (v) to amend the Company’s authorized share capital to provide for a new class of preference shares; (vi) to approve and adopt amended and restated versions of the Company’s Memorandum and Articles of Association; and (vii) to approve the repurchase by the Company of certain of its ordinary shares.

At the Meeting, a total of 20,822,825 ordinary shares of the Company voted in person or by proxy, out of 48,320,870 (43.09%) ordinary shares entitled to vote at the Meeting. Set forth below are the number of votes cast for,against, abstained or withheld, as to each matter:

Proposal1. Election of Five (5) Directors:

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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: April 26, 2021

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