Bit Digital (NASDAQ: BTBT) delays shareholder vote on large share capital increase

Rhea-AI Filing Summary

Bit Digital, Inc. convened a General Meeting of Shareholders on September 10, 2025 to vote on a major increase in its authorized share capital. The proposal would raise authorized 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. A quorum was not present, so under the company’s Cayman Islands articles of association the meeting was adjourned to September 17, 2025, leaving the proposed increase still pending shareholder approval.

Insights

Equity Capital Structure Analyst

Bit Digital postponed a key vote on a large increase in authorized share capital.

Bit Digital, Inc. called a shareholder meeting to approve an increase in authorized capital from US$3,500,000 (340,000,000 Ordinary Shares and 10,000,000 Preference Shares at US$0.01 par) to US$10,100,000 (1,000,000,000 Ordinary Shares and 10,000,000 Preference Shares at US$0.01 par). This would significantly expand the company’s capacity to issue new ordinary shares in the future.

Because a quorum was not present on September 10, 2025, the meeting was adjourned under the company’s Cayman Islands articles to September 17, 2025. The proposal therefore remains neither approved nor rejected based on this disclosure.

Future disclosures around the reconvened meeting on September 17, 2025 would clarify whether shareholders authorize this larger capital structure, which would determine the company’s flexibility for future share issuances.

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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 10, 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 10, 2025, Bit Digital, Inc. (the “Company”) convened its General Meeting of Shareholders (the “Meeting”) for which notice was given on August 5, 2025. The purpose of the Meeting was to approve the following proposal:

“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.”

A quorum was not present and in accordance with the Company’s amended and restated articles of association under Cayman Islands law, the Meeting was adjourned until 9:00 am ET on September 17, 2025.

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 10, 2025		By:	/s/ Sam Tabar
				Name:	Sam Tabar
				Title:	Chief Executive Officer

2

FAQ

What corporate action did Bit Digital (BTBT) seek shareholder approval for?

Bit Digital sought approval for an ordinary resolution to increase its 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.

Did Bit Digital shareholders approve the proposed authorized share capital increase?

No resolution outcome was reached in this disclosure. A quorum was not present at the General Meeting on September 10, 2025, so the meeting to vote on the share capital increase was adjourned to September 17, 2025.

Why was Bit Digital’s General Meeting on September 10, 2025 adjourned?

The General Meeting of Shareholders was adjourned because a quorum was not present. Under Bit Digital’s amended and restated articles of association governed by Cayman Islands law, this required adjourning the meeting to 9:00 a.m. on September 17, 2025.

How many ordinary and preference shares is Bit Digital currently authorized to issue versus the proposed level?

The existing authorization is 340,000,000 Ordinary Shares and 10,000,000 Preference Shares of US$0.01 each, for total authorized capital of US$3,500,000. The proposal would increase this to 1,000,000,000 Ordinary Shares and 10,000,000 Preference Shares of US$0.01 each, for total authorized capital of US$10,100,000.

What is the par value of Bit Digital’s ordinary and preference shares in this proposal?

Both the existing and proposed structures keep the par value at US$0.01 per share for Bit Digital’s Ordinary Shares and Preference Shares.

Who signed the Bit Digital 8-K related to the adjourned shareholder meeting?

The 8-K was signed on behalf of Bit Digital, Inc. by Sam Tabar, who is identified as the company’s Chief Executive Officer.