8-K
Bit Digital, Inc (BTBT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENTREPORT
Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 9, 2025
BIT DIGITAL, INC.
(Exact nameof registrant as specified in its charter)
| Cayman Islands | 001-38421 | 98-1606989 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer 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 since last report.)
| Title of Each Class | Trading Symbol | Name of Each Exchange On Which Registered |
|---|---|---|
| Ordinary Shares, $.01 par value | BTBT | Nasdaq 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement 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 5.02. Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
| (a) | On December 9, 2025 Xiashu (“Bill”) Xiong resigned from the Board of Directors (the “Board”)<br>when the Board accepted his resignation, effective January 1, 2026. He has served on the Board since October 23, 2023. |
|---|
Item 9.01. Financial Statements and Exhibits.
| (a) | Exhibits |
|---|---|
| No. 10.01. | Resignation of Xiashu Bill Xiong dated December 9, 2025, from the Board of Directors. |
| --- | --- |
| No. 104. | Cover page interactive data (embedded within the SBRL 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: December 12, 2025 | Bit Digital, Inc. | |
|---|---|---|
| (Registrant) | ||
| By: | /s/ Sam Tabar | |
| Name: | Sam Tabar | |
| Title: | Chief Executive Officer |
2
Exhibit 10.01
Jiashu Bill Xiong
3207-4880 Bennett Street, Burnaby
BC V5H 0C1 Canada
bxiong@bit-digital.com
December 9, 2025
To:
The Board of Directors Bit Digital, Inc
31 Hudson Yards, Floor 11 New York,
NY 10001
Re: Resignation from the Board of Directors
Dear Members of the Board:
I hereby tender my resignation as a member of the Board of Directors of Bit Digital, Inc. (the “Company”), effective January 1, 2026.
I confirm that my resignation is not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.
It has been a privilege to serve on the Board, and I wish the Company, its directors, and its management team continued success in the years ahead.
Sincerely,
| /s/ Jiashu Bill Xiong |
|---|
| Jiashu Bill Xiong |