Bit Digital, Inc SEC Filings

Bit Digital, Inc. reported that its General Meeting of Shareholders on September 17, 2025, could not proceed with voting because a quorum was not present. The meeting had been called to consider 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.

In line with its articles of association under Cayman Islands law, shareholders approved an ordinary resolution to adjourn the meeting to permit further solicitation and voting of proxies. The company advises that the General Meeting has tentatively been reconvened to Tuesday, September 23, 2025 at 9:00 a.m.

Bit Digital, Inc. reconvened its General Meeting of Shareholders on September 17, 2025 to seek approval for a sizable increase in its authorized share capital. The proposed ordinary resolution 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 at the meeting. Under the company’s Cayman Islands articles of association, shareholders passed an ordinary resolution to adjourn the meeting to allow further proxy solicitation and voting. The General Meeting has been tentatively rescheduled to reconvene on Monday, September 22, 2025 at 9:00 a.m., with the final time and place to be set by the board and at least 24 hours’ notice to be given via a filing with the SEC.

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.

Bit Digital, Inc. furnished a Form 8-K reporting a material event and attached an Investor Presentation as Exhibit 99.1 dated September 2025 titled "ETH Powered. Publicly Traded." The filing indicates the company provided written communications under Rule 425 and soliciting/pre‑commencement communications categories but contains no financial results, transaction details, or earnings information. The Form 8-K is signed by Samir Tabar, Chief Executive Officer. This filing supplies a strategic presentation for investors but does not disclose operating metrics, revenue, financings, or binding agreements.

Justin Zhu, identified on the form as an officer serving as VP of Finance and CAO, reported a single transaction dated 08/21/2025 involving the company's common stock (ticker BTBT). The filing shows 20,077 ordinary shares were disposed of at a price of $2.714 per share. The explanation states these shares were sold to pay the tax liability arising from the vesting of restricted stock units awarded under the company's 2025 Omnibus Equity Incentive Plan, and the sale was executed pursuant to Rule 16b-3 rather than as a discretionary trade. After the sale, the reporting person beneficially owned 43,253 shares. The form is signed and dated 08/22/2025.

Bit Digital insider Justin Zhu, the company's VP of Finance and CAO, acquired 47,619 ordinary shares on 07/25/2025 by exercising restricted stock units granted under the 2025 Omnibus Equity Incentive Plan. The filing shows the shares were valued at the closing market price of $3.15 per share, implying an aggregate market value of $150,000 for the shares acquired. After the transaction Mr. Zhu beneficially owned 63,330 shares. The RSUs were issued in an exempt transaction pursuant to Rule 16b-3. The Form 4 was executed by Mr. Zhu on 08/20/2025 and lists his New York address.

Bit Digital officer Justin Zhu filed an Initial Statement of Beneficial Ownership reporting direct ownership of 15,711 ordinary shares and equity awards under the 2021 Second Omnibus Equity Incentive Plan. The filing lists 75,000 incentive stock options exercisable from 04/16/2022 through 03/16/2027 at $3.17 and 25,000 restricted stock units (RSUs) with an indicated date 03/12/2035 and vesting in eight equal quarterly periods starting June 16, 2022. The filing is dated 07/25/2025 and signed 08/20/2025.

Bit Digital, Inc. filed a current report to note that it will hold its second quarter earnings call on August 15, 2025 and is furnishing an accompanying investor presentation as Exhibit 99.1. The presentation, dated August 2025 and titled “There is no second best to rewrite the financial system,” may be used in future meetings with investors, analysts, lenders, business partners, acquisition candidates, customers, employees and other interested parties.

The company states that the information in the investor presentation and this report is being furnished under Regulation FD, not filed, and that it does not admit the materiality of the information. The presentation includes forward-looking statements, with related risks and uncertainties discussed on page 2 of that document.

Bit Digital completed an offering of its subsidiary WhiteFiber, which sold 9,375,000 ordinary shares at $17.00 per share, generating gross proceeds of $159,375,000 before underwriting discounts and offering expenses. All offered shares were sold by WhiteFiber and, after the offering, Bit Digital holds approximately 74.3% of WhiteFiber’s issued and outstanding ordinary shares. A 30-day underwriter option for up to 1,406,250 additional shares, if exercised in full, would reduce Bit Digital’s ownership to approximately 71.5%.

Bit Digital contributed its HPC business to WhiteFiber in exchange for 27,043,749 WhiteFiber ordinary shares. The Contribution transferred assets primarily related to the HPC business to WhiteFiber while WhiteFiber’s liabilities and certain WhiteFiber-related assets were allocated as described; other Bit Digital assets and liabilities were retained by Bit Digital. Assets were transferred on an "as is, where is" basis with limited representations and warranties.

Bit Digital and WhiteFiber entered into a Transition Services Agreement under which Bit Digital will provide specified finance, tax, legal, HR, IT, insurance and other administrative services at cost, with WhiteFiber estimating average fees of approximately $155,000 per month (exclusive of share-based compensation). The services term generally extends up to 24 months, and each party indemnifies the other for material breaches and certain misconduct while excluding liability for indirect or consequential damages.