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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 19, 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 17, 2025, Bit Digital, Inc. (the
“Company”) reconvened 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 following resolution was passed:
"It is resolved, as an ordinary resolution,
to adjourn the extraordinary general meeting to permit further solicitation and vote of proxies, with the meeting to reconvene at such
time and place as the directors may determine in their sole discretion and upon no less than 24 hours’ notice given to shareholders
by the Company through the filing of a Form 8-K with the Securities and Exchange Commission."
This Form 8-K is being filed to advise that the
General Meeting has tentatively been reconvened to Tuesday September 23, 2025 at 9:00 a.m.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 104 |
|
Cover page interactive data file (embedded within the Inline XBRL 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 hereunto duly authorized.
| |
|
|
BIT DIGITAL, INC. |
| |
|
|
|
|
|
| Date: |
September 19, 2025 |
|
By: |
/s/ Sam Tabar |
| |
|
|
|
Name: |
Sam Tabar |
| |
|
|
|
Title: |
Chief Executive Officer |
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