Welcome to our dedicated page for Bit Origin SEC filings (Ticker: BTOG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Bit Origin Limited’s SEC filings document foreign private issuer reports on financing transactions, digital asset treasury activity, and changes to its ordinary share structure. Recent Form 6-K reports describe securities purchase agreements, senior convertible notes, private placements involving Class A ordinary shares, and DOGE received in connection with a financing.
The filings also record completed share capital reductions, reverse stock split mechanics for Class A and Class B ordinary shares, registration-statement incorporation, and Nasdaq listing compliance matters. These disclosures frame BTOG’s capital structure, material agreements, corporate governance approvals, and public-company status as a Cayman Islands issuer listed on the Nasdaq Capital Market.
Bit Origin Ltd agreed with its CEO, Jinghai Jiang, to settle accrued compensation through equity instead of cash. The company will issue 56,180 Class B ordinary shares, each with par value $0.00006, to fully settle $100,000 in accrued and unpaid compensation for fiscal years 2026 and 2025.
The shares are valued at $1.78 per share, based on the closing price of the company’s Class A ordinary shares on the prior trading day. Once issued, the compensation debt will be cancelled and both parties grant a mutual release of related claims. The agreement and this report are incorporated by reference into two existing Form F-3 registration statements.
Bit Origin Ltd entered a securities purchase agreement for up to $5,000,000 in Senior Convertible Notes, which can convert into its Class A ordinary shares. An initial closing on April 16, 2026 issued a $500,000 note maturing on April 16, 2030 with a $2.76 conversion price.
The company plans to use net proceeds for working capital and general corporate purposes. The notes include customary covenants and events of default and restrict additional debt, liens, asset transfers, and cash dividends. The financing was conducted as a private placement under Section 4(a)(2) and Rule 506(b) of Regulation D.
Bit Origin describes this as strategic financing to support exploring potential expansion into AI-driven computing, storage infrastructure and cooling services, leveraging experience from prior Bitcoin mining activities and existing ecosystem relationships. The company cautions that there is no assurance it will enter definitive agreements or successfully implement these AI-related initiatives.
BIT ORIGIN Ltd director Cao Xiaping filed an initial ownership report on Form 3. This filing establishes Cao’s status as a director and provides a baseline disclosure of equity ownership in BTOG but does not list any specific share holdings or recent transactions.
BIT ORIGIN Ltd director Zhuang Siyuan has filed an initial statement of beneficial ownership on Form 3. The filing does not list any common stock or derivative holdings and reports no purchases, sales, or other transactions at this time.
BIT ORIGIN Ltd director Yeung Meiyu filed an initial ownership report on Form 3. This filing establishes her status as an insider of the company and provides a baseline for future ownership disclosures. The report does not list any stock or option transactions.
Bit Origin Ltd has regained compliance with Nasdaq’s minimum bid price rule. Nasdaq notified the company on February 9, 2026, that its Class A ordinary shares closed at or above $1.00 for 14 consecutive business days from January 20 to February 6, 2026. This resolves the prior deficiency notice first issued in February 2025 and removes the immediate risk of delisting for bid-price reasons. Management highlights that maintaining the Nasdaq listing is central to Bit Origin’s long-term strategy and ongoing digital asset and blockchain initiatives.
Bit Origin Ltd has implemented a 1-for-60 reverse stock split of its Class A and Class B ordinary shares. This reduces outstanding Class A shares from approximately 88.6 million to about 1.5 million and Class B shares from 768,000 to about 12,800, while raising par value to $0.00006 per share and cutting authorized ordinary shares to 250 million. The Class A shares now trade on Nasdaq on a post-split basis under the symbol BTOG. The move is intended to help the company regain compliance with Nasdaq’s $1.00 minimum bid-price requirement, though there is no assurance this will be achieved. The company also proportionally adjusted various warrants and set market price-based adjustment mechanisms for additional warrants and senior secured convertible notes, and amended and restated its memorandum and articles of association to reflect these capital changes.
Bit Origin Ltd (BTOG) filed its annual report for the year ended June 30, 2025. The Cayman Islands company, listed on Nasdaq, shifted focus from suspended U.S. Bitcoin mining to a Dogecoin treasury program launched in July 2025. It holds 70,543,745 Dogecoin and is exploring hosting partnerships and trading of mining hardware.
The company cites high operating costs for ceasing U.S. mining in December 2023 and details supplier prepayments for 617 Aethir Cloud rendering miners and 134 MicroBT WhatsMiner M60S ASIC miners available for customer delivery through a sales representative arrangement. It has three secured convertible debentures totaling an original principal of $16,338,506 and has pledged 40,543,745 Dogecoin as collateral.
Crypto price volatility is highlighted: Bitcoin was $30,477 (June 30, 2023), $62,678 (June 30, 2024), and $107,135.34 (June 30, 2025); Dogecoin was $0.0665, $0.1243, and $0.1651 on those dates. 58,211,111 Class A shares were outstanding as of June 30, 2025. As of the report date, there were 88,610,521 Class A and 768,000 Class B shares outstanding, with Class B carrying 20 votes per share.
Bit Origin Ltd. reports that Nasdaq has granted an additional 180-day period, until February 16, 2026, to regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share. The company had previously failed to maintain a closing bid price of at least $1.00 for 30 consecutive business days and did not regain compliance by the original deadline of August 20, 2025.
The company’s ordinary shares will continue to trade on the Nasdaq Capital Market during this extension, as long as Bit Origin meets all other listing requirements. To regain compliance, the closing bid price must be at or above $1.00 per share for at least 10 consecutive business days during the new 180-day window. Bit Origin states it will use all reasonable efforts to achieve compliance but cautions there is no assurance it will succeed or remain in compliance with other Nasdaq criteria.