Bit Digital (NASDAQ: BTBT) postpones vote on big share capital hike

Rhea-AI Filing Summary

Bit Digital, Inc. reconvened its General Meeting of Shareholders on September 17, 2025 to seek approval for a sizable increase in its authorized share capital. The proposed ordinary resolution would raise authorized capital from US$3,500,000, divided into 340,000,000 Ordinary Shares and 10,000,000 Preference Shares of US$0.01 each, to US$10,100,000, divided into 1,000,000,000 Ordinary Shares and 10,000,000 Preference Shares of US$0.01 each.

A quorum was not present at the meeting. Under the company’s Cayman Islands articles of association, shareholders passed an ordinary resolution to adjourn the meeting to allow further proxy solicitation and voting. The General Meeting has been tentatively rescheduled to reconvene on Monday, September 22, 2025 at 9:00 a.m., with the final time and place to be set by the board and at least 24 hours’ notice to be given via a filing with the SEC.

Insights

Equity & corporate governance analyst

Bit Digital delays shareholder vote on a major authorized share increase.

Bit Digital is seeking shareholder approval to expand its authorized Ordinary Shares from 340,000,000 to 1,000,000,000, while keeping authorized Preference Shares at 10,000,000. This would significantly increase the company’s capacity to issue new equity in the future, though no specific issuance or financing plan is described here.

The September 17, 2025 meeting lacked a quorum, so shareholders approved an ordinary resolution to adjourn and reconvene the General Meeting. The company tentatively set the new meeting date for September 22, 2025 at 9:00 a.m., allowing additional time to solicit proxies. Actual impact on existing shareholders will depend on whether the authorization is approved and any subsequent issuance decisions disclosed in later filings.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 17, 2025

Bit Digital, Inc.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-38421		98-1606989
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

31 Hudson Yards, Floor 11 New York, NY		10001
(Address of principal executive offices)		(Zip Code)

(212) 463-5121

(Registrant’s telephone number, including area code)

N/A

(Former name or former address if changed since last report)

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 (see General Instruction A.2. below):

☐ 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 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, $.01 par value		BTBT		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 8.01. Other Events

On September 17, 2025, Bit Digital, Inc. (the “Company”) reconvened its General Meeting of Shareholders (the “Meeting”) for which notice was given on August 5, 2025. The purpose of the Meeting was to approve the following proposal:

“An ordinary resolution to approve an increase to the Company’s authorized share capital 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.”

A quorum was not present and in accordance with the Company’s amended and restated articles of association under Cayman Islands law, the following resolution was passed:

"It is resolved, as an ordinary resolution, to adjourn the extraordinary general meeting to permit further solicitation and vote of proxies, with the meeting to reconvene at such time and place as the directors may determine in their sole discretion and upon no less than 24 hours’ notice given to shareholders by the Company through the filing of a Form 8-K with the Securities and Exchange Commission."

The General Meeting has tentatively been reconvened to Monday September 22, 2025 at 9:00 a.m.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
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 hereunto duly authorized.

			BIT DIGITAL, INC.
Date:	September 17, 2025		By:	/s/ Sam Tabar
				Name:	Sam Tabar
				Title:	Chief Executive Officer

2

FAQ

What did Bit Digital (BTBT) seek shareholder approval for at the September 17, 2025 meeting?

Bit Digital sought approval of an ordinary resolution to increase its authorized share capital from US$3,500,000, divided into 340,000,000 Ordinary Shares and 10,000,000 Preference Shares of US$0.01 each, to US$10,100,000, divided into 1,000,000,000 Ordinary Shares and 10,000,000 Preference Shares of US$0.01 each.

Was the proposal to increase Bit Digital (BTBT) authorized share capital approved?

No. A quorum was not present at the General Meeting on September 17, 2025. As a result, shareholders passed an ordinary resolution to adjourn the meeting rather than approve the share capital increase.

Why was Bit Digital’s General Meeting on September 17, 2025 adjourned?

The General Meeting was adjourned because a quorum of shareholders was not present. In line with Bit Digital’s amended and restated articles of association under Cayman Islands law, an ordinary resolution was passed to adjourn the meeting to permit further solicitation and voting of proxies.

When will Bit Digital (BTBT) reconvene the adjourned General Meeting?

The General Meeting has been tentatively reconvened to Monday, September 22, 2025 at 9:00 a.m.. The resolution states that the meeting will reconvene at such time and place as the directors determine, with at least 24 hours’ notice provided to shareholders via a filing with the SEC.

Does the Bit Digital 8-K describe any specific share issuance or financing tied to the proposed authorization increase?

The disclosure describes only a proposed increase in authorized share capital and the adjournment of the shareholder meeting. It does not outline any specific share issuances, financing transactions, or uses of the additional authorized shares.

What legal framework governs Bit Digital’s General Meeting and adjournment process?

The General Meeting and its adjournment are governed by Bit Digital’s amended and restated articles of association under Cayman Islands law. The adjournment resolution allows the directors to set a new meeting time and place with at least 24 hours’ notice to shareholders through an SEC filing.