Bit Digital (NASDAQ: BTBT) holders approve major share capital increase

Rhea-AI Filing Summary

Bit Digital, Inc. reported that shareholders approved a substantial increase in the company’s authorized share capital at a General Meeting. Authorized capital will rise 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 gives the company the ability to issue significantly more ordinary shares in the future if it chooses to do so.

At the meeting, 106,894,178 Ordinary Shares and 1,000,000 Preference Shares (with 50 million votes) were represented out of 319,965,103 outstanding Ordinary Shares and 1,000,000 Preference Shares entitled to vote, meeting the required quorum under Cayman Islands law. The resolution to increase authorized share capital received 104,463,587 votes for, 50,525,969 against, and 1,904,622 abstentions, with 66.7% of votes cast in favor.

Insights

Capital structure and corporate governance analyst

Shareholders approved a large increase in Bit Digital’s authorized ordinary shares, expanding future financing and issuance capacity.

The company obtained shareholder approval to raise authorized capital from US$3,500,000, split among 340,000,000 Ordinary Shares and 10,000,000 Preference Shares, to US$10,100,000, split among 1,000,000,000 Ordinary Shares and 10,000,000 Preference Shares of US$0.01 each. This does not itself issue new shares but permits the company to authorize more ordinary share issuances later for purposes such as funding, acquisitions, or compensation, if the board elects to use this capacity.

Voting participation was meaningful, with 106,894,178 Ordinary Shares and 1,000,000 Preference Shares (carrying 50 million votes) represented out of 319,965,103 outstanding Ordinary Shares and the same 1,000,000 Preference Shares entitled to vote. The resolution passed with 66.7% of votes cast in favor, versus 50,525,969 against and 1,904,622 abstaining. The impact on existing holders will depend on how much of the newly authorized capacity is used in future transactions, which is not detailed in this report.

8-K Event Classification

3 items: 5.07, 9.01, 99.1

3 items

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.

Item 99.1 Item 99.1

Understanding 8-K Material Events →

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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 25, 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)		(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 5.07 Submission of Matters to a Vote of Security Holders.

On September 25, 2025, Bit Digital, Inc. (the “Company”) held a General Meeting of Shareholders (the “Meeting”). The following matter was submitted to a vote of the Company’s shareholders at the Meeting:

1. Approval of authorized share capital increase:

It is hereby resolved as an Ordinary Resolution that the Company’s authorized share capital be increased 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

At the Meeting, a total of 106,894,178 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 319,965,103 outstanding Ordinary Shares and 1,000,000 Preference Shares entitled to vote at the Meeting. This constituted the required quorum under Cayman Islands’ law. Set forth below is the number of votes cast for, against, abstentions, and voting percentages as to each matter.

2. To approve the adoption of the resolution to increase authorized share capital:

For		Against		Abstain		% Votes Affirmative
104,463,587		50,525,969		1,904,622		66.7%

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Item 99.1		Director’s Certificate dated September 25, 2025 evidencing passage of shareholder resolution at September 25, 2025 General Meeting.
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, thereunto duly authorized.

Date: September 25, 2025	Bit Digital, Inc.
	(Registrant)
	By:	/s/ Sam Tabar
	Name:	Sam Tabar
	Title:	Chief Executive Officer

2

FAQ

What did Bit Digital (BTBT) shareholders approve at the September 25, 2025 meeting?

Shareholders approved an Ordinary Resolution to increase Bit Digital’s authorized share capital from US$3,500,000 to US$10,100,000, primarily by expanding the number of authorized Ordinary Shares.

How is Bit Digital’s authorized share capital changing under the new resolution?

Authorized capital will increase 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.

Did the number of authorized Preference Shares for Bit Digital change?

No. The resolution keeps 10,000,000 authorized Preference Shares of US$0.01 each, while increasing the authorized Ordinary Shares to 1,000,000,000.

What were the voting results on Bit Digital’s authorized share capital increase?

The resolution received 104,463,587 votes for, 50,525,969 against, and 1,904,622 abstentions, with 66.7% of votes cast in favor of the increase in authorized share capital.

What quorum was present at Bit Digital’s General Meeting on September 25, 2025?

A total of 106,894,178 Ordinary Shares and 1,000,000 Preference Shares (with 50 million votes) were represented, out of 319,965,103 outstanding Ordinary Shares and 1,000,000 Preference Shares entitled to vote, which satisfied the quorum requirement under Cayman Islands law.

Does the increase in authorized shares mean Bit Digital issued new shares immediately?

No. The resolution increases the number of shares the company is authorized to issue. It does not by itself issue new shares, but allows the company to do so in the future if it decides.

What exhibits were included with Bit Digital’s September 25, 2025 report?

The report includes a Director’s Certificate dated September 25, 2025 evidencing passage of the shareholder resolution, and a cover page interactive data file embedded within the Inline XBRL document.