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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) December 9, 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 5.02. Departures of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
| (a) | On December 9, 2025 Xiashu (“Bill”) Xiong resigned from the Board of Directors (the “Board”)
when the Board accepted his resignation, effective January 1, 2026. He has served on the Board since October 23, 2023. |
Item 9.01. Financial Statements and Exhibits.
| No. 10.01. |
Resignation of Xiashu Bill Xiong dated December 9, 2025, from the Board of Directors. |
| No. 104. |
Cover page interactive data (embedded within the SBRL document). |
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: December 12, 2025 |
Bit Digital, Inc. |
|
(Registrant) |
| |
|
|
| |
By: |
/s/ Sam Tabar |
| |
Name: |
Sam Tabar |
| |
Title: |
Chief Executive Officer |