Bit Digital (NASDAQ: BTBT) reschedules vote on higher share capital

Rhea-AI Filing Summary

Bit Digital, Inc. has reconvened its extraordinary general meeting of shareholders to September 24, 2025 at 9:00 a.m. (ET) to vote on a major change to its capital structure. Shareholders are being asked to approve an ordinary resolution to increase the Company’s 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. The Board had previously resolved to adjourn the earlier scheduled meeting to allow additional time for solicitation and voting of proxies.

Insights

Equity structure and governance analyst

Bit Digital is asking shareholders to approve a large increase in authorized ordinary shares.

Bit Digital, Inc. has set a new date of September 24, 2025 for an extraordinary general meeting where shareholders will vote on increasing authorized share capital. The proposal would raise the authorized ordinary shares from 340,000,000 to 1,000,000,000, while keeping 10,000,000 preference shares at a par value of US$0.01.

Authorized shares represent the maximum number the company may issue, not shares actually outstanding. An increase of this size can provide flexibility for future equity-related actions such as financings, stock-based compensation, or strategic transactions, depending on later decisions by the board and shareholders. The filing does not describe any specific transaction tied to this increase.

The meeting was previously adjourned by board resolution to permit further solicitation and voting of proxies and is now reconvened for September 24, 2025. The ultimate impact on shareholders will depend on whether the resolution is approved and on any future use of the additional authorized ordinary shares disclosed in subsequent company communications.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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 22, 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, the Board of Directors of Bit Digital, Inc. (the “Company”) passed the following resolution:

"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."

The General Meeting of Shareholders (“Meeting”) for which notice was given on August 5, 2025, has been reconvened to Wednesday, September 24, 2025 at 9:00a.m.(ET). The following resolution will be voted at the Meeting:

“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.”

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 22, 2025		By:	/s/ Sam Tabar
				Name:	Sam Tabar
				Title:	Chief Executive Officer

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FAQ

What did Bit Digital (BTBT) disclose in this 8-K filing?

Bit Digital, Inc. disclosed that its Board adjourned an earlier extraordinary general meeting and has reconvened it to vote on an ordinary resolution to increase the Company’s authorized share capital.

When will Bit Digital (BTBT) hold the reconvened shareholder meeting?

The reconvened general meeting of shareholders is scheduled for Wednesday, September 24, 2025 at 9:00 a.m. (ET).

What change to authorized share capital is Bit Digital (BTBT) proposing?

Bit Digital is asking shareholders to approve an increase in 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.

Will the number of Bit Digital (BTBT) preference shares change under the proposal?

No. The proposal keeps authorized preference shares at 10,000,000 of US$0.01 each, while significantly increasing the authorized ordinary shares.

Why was the Bit Digital (BTBT) shareholder meeting adjourned and reconvened?

The Board passed a resolution to adjourn the meeting to permit further solicitation and voting of proxies, with the meeting to reconvene at a time and place determined by the directors, now set for September 24, 2025.

Does this Bit Digital (BTBT) filing announce a specific share issuance?

No. The filing describes a shareholder vote on increasing authorized share capital; it does not specify any particular issuance of ordinary or preference shares.