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

Rhea-AI Filing Summary

LifeVantage Corporation (LFVN) received an Amendment No. 1 to Schedule 13G reporting that The Capital Management Corporation (a Virginia-based registered investment adviser) beneficially owned 1,266,110 common shares as of 30 June 2025. This holding represents 10.1 % of the company’s outstanding stock, pushing the adviser above the 10 % disclosure threshold.

The filer reports sole voting power over 1,249,510 shares and sole dispositive power over the full 1,266,110 shares; no shared voting or dispositive authority is indicated. The Schedule 13G was filed under Rule 13d-1(b), signifying a passive investment intent, and was signed by Compliance Officer Pamela Simms on 14 July 2025. No group affiliation, subsidiary attribution, or special control intent is disclosed.

Positive

• 10.1 % beneficial ownership by The Capital Management Corporation highlights increased institutional interest in LFVN.

Negative

• None.

Insights

Financial Analyst

TL;DR: Capital Management now owns 10.1 % of LFVN, signaling larger institutional presence but with passive intent.

The amended Schedule 13G shows that The Capital Management Corporation crossed the 10 % ownership line in LifeVantage, giving it meaningful—though not controlling— influence over shareholder votes. The filing cites Rule 13d-1(b), confirming the stake is held for ordinary investment purposes rather than activism. From a liquidity perspective, 1.27 million shares is material for a micro-cap like LFVN, potentially improving trading depth but also concentrating ownership. No sale intentions or control strategies are revealed, so immediate fundamental impact appears neutral.

Corporate Governance Specialist

TL;DR: 10 % passive stake adds an influential shareholder without signaling governance change.

Crossing the 10 % threshold triggers additional disclosure obligations and raises The Capital Management Corporation’s visibility in governance matters. However, the certification explicitly disclaims any intent to influence control, aligning with the passive Schedule 13G classification. Board composition, takeover defenses, or proxy dynamics remain unchanged. Investors should note potential voting alignment trends but do not need to anticipate immediate governance initiatives.

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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 14, 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 2.02 Results of Operations and Financial Condition.

On July 14, 2025, Bit Digital, Inc. (the “Company”) announced preliminary estimated revenue for the three months ended June 30, 2025. Based upon preliminary estimated financial results, the Company expects preliminary unaudited revenue for the three months ended June 30, 2025 will be approximately $24.3 million to $26.9 million.

The unaudited revenue for the three months ended June 30, 2025 reflects the Company’s preliminary estimates with respect to such results based on currently available information and is subject to completion of its financial closing procedures. The Company’s financial closing procedures for the three months ended June 30, 2025 are not yet complete and, as a result, its actual results may vary from the estimated preliminary results presented here.

The preliminary estimates presented herein have been prepared by, and are the responsibility of, management. Audit Alliance LLP, our independent registered public accounting firm, has not audited, reviewed, compiled, or performed any procedures with respect to the preliminary financial information. Accordingly, Audit Alliance LLP does not express an opinion or any other form of assurance with respect thereto.

The information contained in this Item 2.02 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Forward-Looking Statements

This Current Report on Form 8-K (this “Current Report”) contains “forward-looking statements” relating to the business of Bit Digital, Inc., and its subsidiary companies. All statements, other than statements of historical fact, included herein are “forward-looking statements.” These forward-looking statements are often identified by the use of forward-looking terminology such as “believes,” “intends,” “expects,” or similar expressions, involving known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties and forward-looking statements described under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 (Annual Report) and any subsequently filed quarterly reports on Form 10-Q and any Current Reports on Form 8-K. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report.

The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website at http://www.sec.gov. If any material risk was to occur, our business, financial condition or results of operations would likely suffer. In that event, the value of our securities could decline and you could lose part or all of your investment. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BIT DIGITAL, INC.
Date: July 14, 2025	By:	/s/ Sam Tabar
		Name:	Sam Tabar
		Title:	Chief Executive Officer

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FAQ

How many LifeVantage (LFVN) shares does The Capital Management Corporation own?

The filing lists 1,266,110 common shares beneficially owned.

What percentage of LFVN’s outstanding stock does this represent?

The stake equals 10.1 % of the class.

Does the filer have sole or shared voting power over the shares?

It has sole voting power over 1,249,510 shares and no shared voting power.

Is The Capital Management Corporation seeking control of LifeVantage?

No. The Rule 13d-1(b) filing and certification indicate a passive investment intent.

When was the ownership information effective?

The ownership details are stated as of 30 June 2025.

Who signed the Schedule 13G on behalf of the filer?

It was signed by Pamela Simms, Compliance Officer, on 14 July 2025.