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 September 2021
Commission File Number: 001-38421
BIT DIGITAL, INC.
(Translation of registrant’s name into English)
33 Irving Place, New York ,NY 10003
(Address of principal executive offices)
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 ☒ Form
40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Entry
into a Material Definitive Agreement.
On September 29, 2021, Bit
Digital, Inc. (“we,” “our,” “us,” or the “Company”), entered into a Securities Purchase
Agreement (the “Purchase Agreement”) with certain purchasers signatory thereto (the “Purchasers”), pursuant to
which the Company agreed to issue and sell, in a private offering (the “Private Placement”), an aggregate of $80,000,017 of
securities, consisting of 13,490,728 ordinary shares of the Company, par value $.01 per share (the “Ordinary Shares”) and
warrants to purchase an aggregate of 10,118,046 Ordinary Shares at an exercise price of $7.91 per whole share, at a combined purchase
price of $5.93 per share and accompanying warrant (collectively, the “Securities”). Each Warrant will be exercisable immediately
and will expire three and one-half years after the effective date of a resale registration statement
(the “Registration Statement”) to be filed pursuant to the RRA (as defined below).
The
Purchase Agreement contained customary representations and warranties and agreements of the Company and the Purchasers and
customary indemnification rights and obligations of the parties. Pursuant to the Purchase Agreement,
the Company agreed to certain restrictions on the issuance and sale of its Ordinary Shares or Ordinary Share Equivalents (as defined in
the Purchase Agreement) during the 60-day period following the Effective Date.
A holder (together with its
affiliates) will not be able to exercise any portion of the Warrant to the extent that the holder would own more than 4.99% (or, at the
holder’s option upon issuance, 9.99%) of the Company’s outstanding Ordinary Shares immediately after exercise. However, upon
prior notice from the holder to the Company, a holder with a 4.99% ownership blocker may increase or decrease the amount of ownership
of outstanding Ordinary Shares after exercising the holder’s Warrant up to 9.99% of the number of the Company’s Ordinary
Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the
terms of the Warrant, provided that any increase shall not be effective until 61 days following notice to us. Pursuant to the terms of
the Purchase Agreement, the Company agreed to use commercially reasonable efforts to cause a Registration Statement providing for the
resale by holders of shares of its Ordinary Shares and shares issuable upon the exercise of the Warrants (the “Warrant Shares”),
to be filed within fifteen (15) days of the execution of the Registration Rights Agreement (the “RRA”) and shall use its best
efforts to cause the Registration Statement to be declared effective no later than forty five (45) days following the execution of the
RRA or, in the case of a full review by the SEC, the 75th day following the execution of the RRA.
The Private Placement is expected
to close on October 4, 2021. The Company will receive gross proceeds of $$80,000,017 in connection with the Private Placement before deducting
placement agent fees and related offering expenses.
Pursuant
to a letter agreement, dated April 1, 2021 (the “Engagement Letter”), the Company engaged H.C.
Wainwright & Co., LLC (the “Placement Agent”) as placement agent in connection with the Private Placement. The Company
agreed to pay to the Placement Agent a cash fee of 6.0% and $125,000 for accountable expenses. Pursuant
to the terms of the Engagement Letter, the Placement Agent has the right of first refusal, for a period of twelve months following the
closing of the Private Placement, to act as the sole book-running manager, sole underwriter or sole placement agent, as applicable, in
connection with a public offering (including at-the-market financing) or a private placement or any other capital raising financing of
equity or equity-linked securities. The Company has also agreed to pay the Placement Agent a tail fee equal to the 6.0% cash fee in the
Private Placement if any investor who was contacted by the Placement Agent, or introduced to the Company, during the term of its engagement,
provides the Company with capital in any public or private offering or other financing or capital-raising transaction of any type during
the 12-month period following the expiration or termination of the Engagement Letter.
The foregoing summaries of
the Purchase Agreement, the Warrants and the Registration Rights Agreement (collectively, the “Transaction Documents”) do
not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 4.1, 2.1 and 2.2,
respectively, to this Report on Form 6-K, which are incorporated herein by reference.
Unregistered Sales of Equity Securities.
The
information contained under Entry into a Material Definitive Agreement of this Report on Form 6-K in relation to the Ordinary Shares and
Warrants is incorporated herein by reference.
The Ordinary Shares and Warrants
are not being registered, and the Ordinary Shares issuable upon the exercise of the Warrants (collectively, the “Securities”)
are initially not being registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities
laws. The Securities will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act
and Regulation D promulgated thereunder. As described above under Entry into a Material Definitive Agreement, the Company will file a
Registration Statement concerning the Securities within fifteen (15) days of the execution of the Transaction Documents.
Other Events.
On September 30, 2021, the
Company issued a press release announcing the Private Placement. A copy of this press release is filed as Exhibit 99.1 hereto and incorporated
herein by reference.
Financial Statements and Exhibits.
(d)
Exhibits:
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 hereunto
duly authorized.
Date:
|
September 30, 2021
|
BIT DIGITAL, INC.
|
|
|
|
|
|
|
By:
|
/s/ Erke Huang
|
|
|
Name:
|
Erke Huang
|
|
|
Title:
|
Chief Financial Officer
|
-3-
Golden Bull (NASDAQ:DNJR)
Historical Stock Chart
From Jun 2024 to Jul 2024
Golden Bull (NASDAQ:DNJR)
Historical Stock Chart
From Jul 2023 to Jul 2024