SANGRIX INC. (BTOG) SEC Filings, Aug 2025-Mar 2026

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.

Bit Origin Ltd. issued 20,000,000 Class A ordinary shares at $0.30 per share in a private placement for an aggregate purchase price of $6,000,000. Investors elected to pay in Dogecoin (DOGE); the DOGE amount was set by the Coinbase spot rate at 5:56 a.m. (NY time) on the trade date and the Company received 30,000,000 DOGE at closing. The Purchased Shares were issued under exemptions to U.S. registration requirements.

The placement includes contingent anti-dilution protections: if a qualifying share combination event occurs within three months and a calculated Event Market Price is below an Adjusted Purchase Price, the Company will issue non-transferable, cash-exercisable warrants to the investors with an exercise price defined by the agreement. Investors also have a limited redemption option after twelve months to reclaim a pro rata portion of the original DOGE amount for unsold shares and unexercised warrants, subject to price-based exclusions and documentation requirements. Certain shareholders provided a waiver related to entering the agreements and registration of the securities. Exhibits include the warrant form, purchase agreement, waiver, and a press release titled indicating the Company surpassed 70 million DOGE holdings following the placement.

Bit Origin Ltd (BTOG) has completed the share capital reduction previously approved on 14 Mar 2025. The Grand Court of the Cayman Islands confirmed the action on 5 Jun 2025 and the Registrar recorded it on 25 Jul 2025, allowing the par value of every authorized and issued share to fall from US$0.30 to US$0.000001.

Following the reduction, authorized share capital equals US$500, divided into 500,000,000 ordinary shares (475 M Class A, 25 M Class B) at the new nominal value. The number of issued shares and their fully-paid status are unchanged. A press release dated 4 Aug 2025 (Exhibit 99.1) provides additional details. This Form 6-K is incorporated by reference into the company’s Form F-3 registration statements filed on 21 Nov 2022, 16 Nov 2023 and 13 Aug 2024.