UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 5.03 Amendment of Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 5.07 is incorporated herein by reference.
On July 29, 2026, at the 2026 Annual Meeting of Shareholders (the “AGM”), shareholders of Bit Digital, Inc. (the “Company”) approved and adopted the amended and restated Articles of Association of the Company, in substitution for, and to the exclusion of, the Company’s existing Articles of Association.
The information set forth in this Item 5.03 is not intended to be complete and is qualified by reference to Proposal No. 2 included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 16, 2026 (the “Proxy Statement”). The amended and restated Articles of Association are attached to this Current Report on Form 8-K as Exhibit 3.1 and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The information set forth in Item 5.03 is incorporated herein by reference.
On July 29, 2026, Bit Digital, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “AGM”). The following matters were submitted to a vote of the Company’s shareholders at the AGM:
1) the election of each of the five nominees for director;
2) the approval of the special resolution to amend the Company’s Articles of Association to change the quorum threshold for shareholder meetings;
3) the adoption of the Company’s 2026 Omnibus Equity Incentive Plan;
4) the ratification of the appointment of Audit Alliance, LLP as independent auditors for the 2026 fiscal year.
At the AGM, a total of 194,090,058 ordinary shares of the Company (the “Ordinary Shares”) and 1,000,000 Preference Shares (with 50 million votes) voted in person or by proxy, out of 348,926,820 outstanding Ordinary Shares and 1,000,000 Preference Shares entitled to vote at the AGM. This constituted the required quorum under Cayman Islands’ law. Set forth below is the number of votes cast for, against, withheld, abstentions, broker non-votes and voting percentages as to each matter.
| 1. | Election of Directors: |
| Nomination | For | Against | Withheld | % Votes Affirmative | ||||||||||||
| 01 - Zhaohui Deng | 119,735,775 | 29,865,899 | 1,013,593 | 79.498 | % | |||||||||||
| 02 - Erke Huang | 136,036,363 | 13,688,553 | 890,347 | 90.320 | % | |||||||||||
| 03 - Brock Pierce | 136,716,166 | 13,292,276 | 606,823 | 90.772 | % | |||||||||||
| 04 - Ichi Shih | 101,296,348 | 48,379,978 | 938,941 | 67.255 | % | |||||||||||
| 05 - Amanda Cassatt | 136,053,967 | 13,649,771 | 911,527 | 90.332 | % | |||||||||||
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| 2. | To approve the special resolution to amend the Company’s Articles of Association to change the quorum threshold for shareholder meetings: |
| For | Against | Abstain | % Votes Affirmative | ||||||||||
| 123,329,860 | 26,529,008 | 756,402 | 81.884 | % | |||||||||
| 3. | To approve the adoption of the Company’s 2026 Omnibus Equity Incentive Plan: |
| For | Against | Abstain | % Votes Affirmative | ||||||||||
| 145,923,807 | 4,279,906 | 411,552 | 96.885 | % | |||||||||
| 4. | To ratify the appointment of Audit Alliance, LLP as independent auditors for the 2026 fiscal year: |
| For | Against | Abstain | % Votes Affirmative | ||||||||||
| 236,435,611 | 4,345,791 | 3,308,655 | 96.864 | % | |||||||||
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number |
Description | |
| 3.1 | Amended and Restated Articles of Association of the Company | |
| 10.1 | 2026 Omnibus Equity Incentive Plan of the Company | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| Date: July 30, 2026 | Bit Digital, Inc. | |
| (Registrant) | ||
| By: | /s/ Sam Tabar | |
| Name: | Sam Tabar | |
| Title: | Chief Executive Officer | |
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