Bit Origin (BTOG) swaps $100,000 CEO compensation debt for stock

Rhea-AI Filing Summary

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.

Key Figures

Compensation debt settled: $100,000 Shares issued to CEO: 56,180 Class B ordinary shares Share valuation: $1.78 per share +2 more

5 metrics

Compensation debt settled $100,000 Accrued and unpaid CEO compensation for fiscal years 2026 and 2025

Shares issued to CEO 56,180 Class B ordinary shares Equity issued in full settlement of compensation debt

Share valuation $1.78 per share Based on closing price of Class A ordinary shares before agreement date

Par value per share $0.00006 per share Par value of Bit Origin Class B ordinary shares

Exhibit agreement date June 11, 2026 Date of Debt Settlement and Mutual Release Agreement

Key Terms

Debt Settlement and Mutual Release Agreement, Class B ordinary shares, accrued and unpaid compensation, mutual release of all claims, +2 more

6 terms

Debt Settlement and Mutual Release Agreement financial

"entered into a Debt Settlement and Mutual Release Agreement (the “Agreement”) with Jinghai Jiang"

Class B ordinary shares financial

"the Company will issue 56,180 Class B ordinary shares of par value $0.00006 per share"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

accrued and unpaid compensation financial

"in full settlement of $100,000 in accrued and unpaid compensation owed to the CEO"

mutual release of all claims financial

"the parties have agreed to a mutual release of all claims related thereto"

incorporated by reference regulatory

"shall be deemed to be incorporated by reference into the registration statement on Form F-3"

Form F-3 regulatory

"into the registration statement on Form F-3 (File No. 333-281518), and the registration statement on Form F-3 (File No. 333-275602)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026

Commission File Number: 001-38857

BIT ORIGIN LTD

(Translation of registrant’s name into English)

160 Robinson Road, 12F, SBF Center

Singapore 068914

T: 347-556-4747

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F x    Form 40-F ¨

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

On June 11, 2026, Bit Origin Ltd (the “Company”) entered into a Debt Settlement and Mutual Release Agreement (the “Agreement”) with Jinghai Jiang, the Chief Executive Officer, Chief Operating Officer, Chairman of the Board of the Company and Director (the “CEO”).

Pursuant to the Agreement, the Company will issue 56,180 Class B ordinary shares of par value $0.00006 per share (the “Shares”) to the CEO in full settlement of $100,000 in accrued and unpaid compensation owed to the CEO for the fiscal years of 2026 and 2025 under his employment agreement with the Company dated April 10, 2024 (the “Debt”). The Shares were valued at $1.78 per share, which was the closing price of the Company’s Class A ordinary shares on the trading day immediately preceding the date of the Agreement. Upon the issuance of the Shares, the Debt will be deemed cancelled and paid in full, and the parties have agreed to a mutual release of all claims related thereto.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 to this Form 6-K and is incorporated herein by reference.

This Report and Exhibit 10.1 of this Report shall be deemed to be incorporated by reference into the registration statement on Form F-3 (File No. 333-281518), and the registration statement on Form F-3 (File No. 333-275602) and to be a part thereof from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

2

EXHIBIT INDEX

Exhibit No.		Description
10.1		Debt Settlement and Mutual Release Agreement, dated June 11, 2026

3

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.

	BIT ORIGIN LTD
Date: June 11, 2026	By:	/s/ Jinghai Jiang
	Name:	Jinghai Jiang
	Title:	Chief Executive Officer, Chief Operating Officer and Chairman of the Board

4

FAQ

What did Bit Origin (BTOG) announce in this June 2026 Form 6-K?

Bit Origin agreed to settle $100,000 of accrued CEO compensation with shares instead of cash. The company will issue 56,180 Class B ordinary shares to its CEO, cancelling the compensation debt and providing a mutual release of related claims.

How many shares will Bit Origin (BTOG) issue to its CEO and at what value?

Bit Origin will issue 56,180 Class B ordinary shares to its CEO. The shares are valued at $1.78 per share, based on the closing price of the company’s Class A ordinary shares on the trading day before the agreement date.

What amount of compensation debt is Bit Origin (BTOG) settling with this share issuance?

The company is settling $100,000 in accrued and unpaid compensation owed to its CEO. This amount relates to fiscal years 2026 and 2025 under his employment agreement and will be cancelled once the 56,180 Class B shares are issued.

Which type of shares is Bit Origin (BTOG) using to settle the CEO’s compensation?

Bit Origin is issuing Class B ordinary shares with a par value of $0.00006 per share. These Class B shares are being issued specifically to settle $100,000 in accrued CEO compensation, based on a valuation of $1.78 per share.

Does the Bit Origin (BTOG) CEO agreement include a mutual release of claims?

Yes, once the 56,180 Class B shares are issued and the $100,000 debt is deemed paid in full, both Bit Origin and its CEO agree to a mutual release. This covers all claims related to the accrued compensation being settled.

How does this Bit Origin (BTOG) agreement relate to its Form F-3 registrations?

This report and the underlying Debt Settlement and Mutual Release Agreement are incorporated by reference into Bit Origin’s two Form F-3 registration statements. They become part of those registration statements from the filing date, unless later filings supersede them.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 16.1 KB