Large share capital increase up for Bit Digital (NASDAQ: BTBT) vote

Rhea-AI Filing Summary

Bit Digital, Inc. is reconvening a shareholder meeting to vote on a major increase in its authorized share capital. The meeting, originally noticed on August 5, 2025, is now scheduled for September 25, 2025 at 9:00 a.m. (ET).

Shareholders are being asked to approve an ordinary resolution to raise the company’s 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. This change would significantly expand the number of Ordinary Shares the company is permitted to issue in the future, while leaving the authorized Preference Share count unchanged.

Insights

Equity capital & corporate governance analyst

Bit Digital seeks approval to triple-plus its authorized Ordinary Shares, expanding future equity issuance capacity.

Bit Digital, Inc. has called a reconvened shareholder meeting on September 25, 2025 to vote on an ordinary resolution that would substantially increase its authorized share capital. The plan is to move from authorized capital of 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 the same 10,000,000 Preference Shares.

This step does not itself issue new shares; it increases the maximum number of Ordinary Shares the company may issue under its charter. A larger authorized pool can support future activities such as equity financings, incentive plans, or share-based transactions, depending on later board and shareholder decisions. The filing notes that the board previously resolved to adjourn the earlier extraordinary general meeting to permit further solicitation and voting of proxies before reconvening.

The key milestone for investors is the shareholder vote on September 25, 2025, which will determine whether the expanded authorization to 1,000,000,000 Ordinary Shares is approved. Subsequent company communications and filings would be needed to understand any specific transactions or issuances that might use this enlarged share capacity.

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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 24, 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, the Board of Directors of Bit Digital, Inc. (the “Company”) passed the following resolution:

"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 of Shareholders (“Meeting”) for which notice was given on August 5, 2025, has been reconvened to Thursday, September 25, 2025 at 9:00a.m. (ET). The following resolution will be voted at the Meeting:

“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.”

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 24, 2025		By:	/s/ Sam Tabar
				Name:	Sam Tabar
				Title:	Chief Executive Officer

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FAQ

What corporate action is Bit Digital (BTBT) asking shareholders to approve?

Bit Digital is asking shareholders to approve an ordinary resolution to increase its authorized share capital 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, up from US$3,500,000 divided into 340,000,000 Ordinary Shares and 10,000,000 Preference Shares.

When will Bit Digital (BTBT) hold the reconvened shareholder meeting?

The reconvened General Meeting of Shareholders is scheduled for Thursday, September 25, 2025 at 9:00 a.m. (ET).

Does the increase in authorized share capital mean Bit Digital is issuing new shares now?

No. The resolution described would increase the number of Ordinary Shares Bit Digital is authorized to issue, but it does not by itself issue any new shares. Any future issuance would require separate decisions and, where applicable, additional approvals.

How are Bit Digital’s authorized Preference Shares affected by the proposal?

The proposal keeps the authorized Preference Shares unchanged at 10,000,000 shares of US$0.01 each, while substantially increasing the number of authorized Ordinary Shares.

Why was Bit Digital’s extraordinary general meeting adjourned and reconvened?

The Board of Directors resolved to adjourn the extraordinary general meeting to permit further solicitation and voting of proxies, with the meeting reconvened on September 25, 2025 to consider the share capital increase resolution.