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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) February 4, 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 |
|
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 7.01. Regulation
FD Disclosure.
On February 4, 2026,
Bit Digital, Inc. (the “Company”) will make a presentation at the RedChip Fintech & DATS Investors Conference and references
may be made to the materials that are included as Exhibit 99.1 hereto (the “Investor Presentation”) to this Current Report
on Form 8-K (this “Report”). The Company may use the Investor Presentation, possibly with modifications, in presentations
from time to time thereafter to current and potential investors, analysts, lenders, business partners, acquisition candidates, customers,
employees and others with an interest in the Company and its business.
Statements in this Report and the attached exhibit that are not historical facts are “forward-looking statements,” within
the meaning of the Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties that could cause
actual results to differ materially from those contemplated by the relevant forward-looking statement. These forward-looking statements
are not guarantees of future performance. Actual results could differ materially from those anticipated in the forward-looking statements
and future results could differ materially from historical performance. See page 2 of the Investor Presentation for a discussion of certain
forward-looking statements that are included therein and the risks and uncertainties related thereto.
The information set forth in this
Report, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, and shall not be deemed incorporated by reference into any filing with the Securities and Exchange Commission, except
as expressly set forth by specific reference in such a filing.
The information set forth in this Report and Exhibit 99.1 hereto shall not
be deemed an admission as to the materiality of any information in this Report that is required to be disclosed solely to satisfy the
requirements of Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Number |
|
Description |
| 99.1 |
|
Investor Presentation, dated February 2026. |
| 104 |
|
Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
BIT DIGITAL, INC. |
| |
|
|
| Date: February 4, 2026 |
By: |
/s/
Samir Tabar |
| |
|
Samir Tabar |
| |
|
Chief Executive Officer |
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