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  4. [8-K] Bit Digital, Inc Reports Material Event

Bit Digital (NASDAQ: BTBT) holders approve new charter and 2026 plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Bit Digital, Inc. held its 2026 Annual Meeting of Shareholders on July 29, 2026, where shareholders approved an amended and restated Articles of Association, replacing the prior charter and including a change to the quorum threshold for shareholder meetings. The meeting was quorate with 194,090,058 Ordinary Shares and 1,000,000 Preference Shares (carrying 50,000,000 votes) represented out of 348,926,820 outstanding Ordinary Shares and 1,000,000 Preference Shares entitled to vote.

All proposals passed, including the election of five directors, adoption of the Company’s 2026 Omnibus Equity Incentive Plan and ratification of Audit Alliance, LLP as independent auditors for the 2026 fiscal year. The governance amendment received 123,329,860 votes for (81.884% affirmative), and the equity plan received 145,923,807 votes for (96.885% affirmative).

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Ordinary shares represented 194,090,058 shares Ordinary Shares present or represented at 2026 AGM
Preference share voting power 50,000,000 votes Votes carried by 1,000,000 Preference Shares at AGM
Ordinary shares outstanding 348,926,820 shares Ordinary Shares outstanding and entitled to vote at AGM
Votes for charter amendment 123,329,860 votes Special resolution to amend Articles of Association
Votes for 2026 equity plan 145,923,807 votes Adoption of 2026 Omnibus Equity Incentive Plan
Votes for auditor ratification 236,435,611 votes Ratification of Audit Alliance, LLP as 2026 auditors
Amended and Restated Articles of Association regulatory
"shareholders approved and adopted the amended and restated Articles of Association of the Company"
special resolution regulatory
"the approval of the special resolution to amend the Company’s Articles of Association"
A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.
2026 Omnibus Equity Incentive Plan financial
"the adoption of the Company’s 2026 Omnibus Equity Incentive Plan"
Preference Shares financial
"1,000,000 Preference Shares (with 50 million votes) voted in person or by proxy"
Preference shares are a type of company stock that pays owners a fixed or regularly prioritized payout, similar to receiving steady interest from a savings account, while still representing ownership. They usually get paid dividends before regular (common) shareholders and have priority if the company distributes assets, but often carry limited voting rights and less upside if the company’s value soars. Investors care because preference shares trade off growth potential for steadier income and greater safety in payouts.
broker non-votes regulatory
"Set forth below is the number of votes cast for, against, withheld, abstentions, broker non-votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

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FAQ

What governance changes did BTBT shareholders approve at the 2026 AGM?
BTBT shareholders approved an updated charter through an amended and restated Articles of Association, including a change to the quorum threshold for shareholder meetings. This special resolution received 123,329,860 votes for, with 81.884% affirmative support at the 2026 Annual Meeting.

How many BTBT shares were represented to form a quorum at the 2026 AGM?
The quorum at BTBT’s 2026 AGM included 194,090,058 Ordinary Shares and 1,000,000 Preference Shares, carrying 50,000,000 votes. These were present or represented by proxy out of 348,926,820 outstanding Ordinary Shares and 1,000,000 Preference Shares entitled to vote.

Did BTBT shareholders approve the 2026 Omnibus Equity Incentive Plan?
Yes, BTBT shareholders adopted the 2026 Omnibus Equity Incentive Plan. The proposal received 145,923,807 votes for, 4,279,906 against and 411,552 abstentions, with 96.885% affirmative support reported for the equity incentive plan.

Which auditor did BTBT shareholders ratify for the 2026 fiscal year?
BTBT shareholders ratified Audit Alliance, LLP as independent auditors for the 2026 fiscal year. The ratification received 236,435,611 votes for, 4,345,791 against and 3,308,655 abstentions, reflecting 96.864% affirmative support on the auditor proposal.

Were BTBT’s director nominees elected at the 2026 Annual Meeting?
All five BTBT director nominees were elected at the 2026 AGM. Support levels ranged from 67.255% affirmative votes for Ichi Shih to over 90% affirmative votes for Erke Huang, Brock Pierce and Amanda Cassatt, based on the reported voting results.
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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) July 29, 2026

 

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)  

(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   The Nasdaq Stock 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 5.03 Amendment of Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The information set forth in Item 5.07 is incorporated herein by reference.

 

On July 29, 2026, at the 2026 Annual Meeting of Shareholders (the “AGM”), shareholders of Bit Digital, Inc. (the “Company”) approved and adopted the amended and restated Articles of Association of the Company, in substitution for, and to the exclusion of, the Company’s existing Articles of Association.

 

The information set forth in this Item 5.03 is not intended to be complete and is qualified by reference to Proposal No. 2 included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 16, 2026 (the “Proxy Statement”). The amended and restated Articles of Association are attached to this Current Report on Form 8-K as Exhibit 3.1 and are incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

The information set forth in Item 5.03 is incorporated herein by reference.

 

On July 29, 2026, Bit Digital, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “AGM”). The following matters were submitted to a vote of the Company’s shareholders at the AGM:

 

1) the election of each of the five nominees for director;

 

2) the approval of the special resolution to amend the Company’s Articles of Association to change the quorum threshold for shareholder meetings;

 

3) the adoption of the Company’s 2026 Omnibus Equity Incentive Plan;

 

4) the ratification of the appointment of Audit Alliance, LLP as independent auditors for the 2026 fiscal year.

 

At the AGM, a total of 194,090,058 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 348,926,820 outstanding Ordinary Shares and 1,000,000 Preference Shares entitled to vote at the AGM. This constituted the required quorum under Cayman Islands’ law. Set forth below is the number of votes cast for, against, withheld, abstentions, broker non-votes and voting percentages as to each matter.

 

1. Election of Directors:

 

Nomination  For   Against   Withheld   % Votes Affirmative 
01 - Zhaohui Deng   119,735,775    29,865,899    1,013,593    79.498%
02 - Erke Huang   136,036,363    13,688,553    890,347    90.320%
03 - Brock Pierce   136,716,166    13,292,276    606,823    90.772%
04 - Ichi Shih   101,296,348    48,379,978    938,941    67.255%
05 - Amanda Cassatt   136,053,967    13,649,771    911,527    90.332%

 

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2. To approve the special resolution to amend the Company’s Articles of Association to change the quorum threshold for shareholder meetings:

 

For   Against   Abstain  % Votes Affirmative 
 123,329,860    26,529,008    756,402   81.884%

 

3. To approve the adoption of the Company’s 2026 Omnibus Equity Incentive Plan:

 

For   Against   Abstain  % Votes Affirmative 
 145,923,807    4,279,906    411,552   96.885%

 

4. To ratify the appointment of Audit Alliance, LLP as independent auditors for the 2026 fiscal year:

 

For   Against   Abstain  % Votes Affirmative 
 236,435,611    4,345,791    3,308,655   96.864%

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit
Number		   Description
3.1   Amended and Restated Articles of Association of the Company
10.1   2026 Omnibus Equity Incentive Plan of the Company
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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: July 30, 2026 Bit Digital, Inc.
  (Registrant)
   
  By: /s/ Sam Tabar
  Name:  Sam Tabar
  Title: Chief Executive Officer  

 

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Source: View Original Filing on SEC EDGAR

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