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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 25, 2025
Bit Digital, Inc.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-38421 | 98-1606989 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 31 Hudson Yards, Floor 11 New York, NY |
10001 | |
| (Address of principal executive offices) | (Zip Code) |
| (212) 463-5121 |
| (Registrant’s telephone number, including area code) |
| N/A |
| (Former name or former address if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Ordinary Shares, $.01 par value | BTBT | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 25, 2025, the board of directors of Bit Digital, Inc. (the “Company”) appointed Justin Zhu, the Company’s current Senior Vice President of Finance, as the Company’s Chief Accounting Officer (“CAO”) and principal financial officer (“PFO”), effective that same date. In connection with his continued role as Senior Vice President of Finance and CAO and PFO of the Company, Mr. Zhu will receive (i) an annual base salary of $300,000 and (ii) restricted share units equal to $150,000, which shall be immediately vested and issued under the Company’s 2025 Omnibus Equity Incentive Plan.
In connection with the potential initial public offering of WhiteFiber, Inc. (“WhiteFiber”), a subsidiary of the Company, Erke Huang intends to serve as the Chief Financial Officer of WhiteFiber. In light of his anticipated new job responsibilities at WhiteFiber, Mr. Huang resigned as the PFO of the Company and transitioned the role of PFO of the Company to Mr. Zhu. However, Mr. Huang will retain the title of Chief Financial Officer of the Company but will not serve as the principal financial officer.
Mr. Zhu has served as Senior Vice President of Finance with the Company since July 2021. Prior to joining the Company, from 2015 until July 2021, Mr. Zhu was a Senior Manager at Ernst & Young US LLP, where he advised Fortune 500 clients on accounting, reporting, and transaction-related regulatory requirements. He started his career at PricewaterhouseCoopers, LLP, focusing on public company audits. Mr. Zhu holds a Bachelor of Business Administration (Honors) in Accounting and a Master of Science in Taxation from Baruch College. He is a Certified Public Accountant (CPA).
There were no arrangements or understandings between Mr. Zhu and any other persons pursuant to which he was selected as an officer, nor does Mr. Zhu have any family relationships among any of the Company’s directors or executive officers, and there are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission between Mr. Zhu and the Company required to be disclosed herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Offer Letter, dated May 19, 2021, by and between Bit Digital, Inc. and Justin Zhu. | |
| 10.2 | Amendment to Offer Letter, dated July 25, 2025, by and between Bit Digital, Inc. and Justin Zhu. | |
| 104 | Cover page interactive data file (embedded within the Inline XBRL document). |
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.
| BIT DIGITAL, INC. | |||||
| Date: | July 29, 2025 | By: | /s/ Sam Tabar | ||
| Name: | Sam Tabar | ||||
| Title: | Chief Executive Officer | ||||
Exhibit 10.1
BIT DIGITAL | NASDAQ: BTBT
May 19, 2021
CONFIDENTIAL
Justin Zhu
[***]
New York, NY
By email: [***]
Re: Offer Letter
Dear Justin,
We are very pleased to offer you a position with Bit Digital USA, Inc. (the “Company”), a subsidiary of Bit Digital Inc. (“Bit Digital”). The terms of your proposed employment with the Company are set forth in Section I of this letter. This offer of at-will employment is conditioned on your satisfactory completion of certain requirements, as more fully explained in Section II of this letter.
SECTION I
Set forth below are some of the important terms pertaining to your employment.
| 1. | You will be hired as a full-time Vice President of Finance. Your employment shall commence on a mutually determined date between you and your manager, which is tentatively July 5, 2021. In your capacity in this position, you will perform duties and responsibilities for the Company and its affiliates that are reasonable and consistent with such position, as may be assigned to you from time to time. You will report directly to Eric Huang, Chief Financial Officer, and Bryan Bullett, Chief Executive Office, or such other employee as may be designated by the Company, and you shall assume and discharge such duties for the Company and its affiliates as your manager may direct. |
During your employment, you will devote your full-time attention to your duties and responsibilities and you will perform them in accordance with the Company’s standards of conduct, and be bound by the operating policies, procedures and practices of the Company and Bit Digital, as applicable.
| 2. | Your regular place of work will be the Company’s New York office at 33 Irving Place, New York, NY, 10003, although you may be required to work at any office or branch of Bit Digital. You will have the flexibility to work from home or remotely at the discretion of you and your manager. You acknowledge that you may be required to travel in connection with the performance of your duties. |
33 Irving Place
New York, New York 10011
Justin Zhu, May 19, 2021
Page 2
| 3. | In considerations of your services, your annualized salary will be $200,000.00 payable in accordance with the standard payroll practices of the Company and subject to all withholdings and deductions as required by law. As an exempt employee, you acknowledge that your base salary is payment for all hours worked, and that you are not eligible to receive overtime pay or time off in lieu of pay for any work performed beyond regular business hours. By signing below, you acknowledge that you authorize that the Company pay you by direct deposit. |
You will also be eligible to be awarded a discretionary bonus of up to 20% of your base salary per calendar year, so long as you are employed on (and have not given notice of your resignation of employment prior to) the applicable bonus payment date. Any discretionary bonus will be awarded at the sole discretion of the Company, in consultation with Bit Digital, taking into consideration individual and Company performance.
All payments paid pursuant to this Letter Agreement will be subject to applicable withholding taxes.
| 4. | You will be considered an exempt employee under the Fair Standards Act (FSLA) and NY law. The Company’s regular business hours are Monday through Friday, 9am to 6pm. You will receive 25 days of paid time off per year. These days include 5 days of paid sick time off and 20 vacation days per calendar year (pro rated for 2021). The Company will observe traditional bank holidays as paid time off subject to Company holiday policies in place from time to time. |
During your employment with the Company, you will not engage in any other employment, occupation, consulting and/or business activities. You also will not engage in any other activities that conflict or interfere with your obligations to the Company; provided, however that the foregoing does not preclude you from participating in civic, religious, or charitable activities, so long as such activities do not conflict with or interfere with your duties to the Company.
| 5. | During your employment, you will be eligible to participate in the Company’s benefit plans and programs in effect from time to time, including group medical, dental, and vision insurance, and other fringe benefits as may be made available to other similarly situated employees as may be offered by the Company from time to time, in accordance with and subject to the eligibility and other provisions such plans and programs. |
| 6. | You will be subject to all applicable employment and other policies of the Company, as outlined in the Employee Handbook and elsewhere, as the same may exist from time to time. |
At-Will Employment: Your employment with the Company is “at-will” and thus you or the Company may terminate our employment relationship at any time, with or without cause or advanced notice. This cannot be modified by any understanding you may have of any verbal statements made by any representative of the Company in the interview or hiring process. The Company reserves the right, in its sole discretion, to change your compensation and/or employee benefits at any time on a prospective basis.
Justin Zhu, May 19, 2021
Page 3
Section II
This offer is contingent upon:
| A. | Verification of your right to work in the United States, as demonstrated by your completion of the 1-9 form upon hire and your submission of acceptable documentation (as noted on the 1-9 form) verifying your identity and work authorization within three (3) days of starting employment. |
| B. | Satisfactory completion of a background check. |
| C. | Your execution of a Restrictive Covenant Agreement to be provided prior to commencing employment. Please review this Agreement carefully as it contains confidentiality, inventions and non-competition/solicitation provisions applicable to you during and after your employment with the Company. You hereby represent that you are not bound by any agreement that would restrict or prevent you from accepting this offer of employment or performing the duties contemplated herein. You are not permitted to use or disclose any confidential information of any prior employer. |
This offer will be withdrawn if any of the above conditions are not satisfied. Please do not resign from your current job until you have confirmation from the Company that these and all other conditions of this offer have been fulfilled to the Company’s satisfaction.
The terms and conditions set forth in this letter override anything said to you during your interview and any other discussions about your employment at the Company. Neither this letter nor any statements of any representative of the Company shall constitute a contract of employment. This letter is for informational purposes only and is not a binding contract.
Justin Zhu, May 19, 2021
Page 4
All ofus at Bit Digital Inc are excited at the prospect of you joining our team. If you have any questions about the above details, please call me to discuss. If you wish to accept this position, please sign below and return this letter agreement to me. This offer is open for you to accept until the sooner of May 17, 2021 or its withdrawal in writing to you by the Company, at which time, if you have not accepted or rejected, it will be deemed to be withdrawn. We look forward to hearing from you.
Best regards,
| /s/ Bryan Bullett | |
| Bryan Bullett, CEO |
[***]
[***]
My signature below indicates my acceptance of the terms herein and my acknowledgement that this is an at-will employment relationship subject to the satisfaction of the contingencies set forth in Section II of this letter above, in the sole discretion of the Company, and all other conditions hereof.
Signed:
| /s/ Justin Zhu | |
| Justin Zhu |
Date: 5/20/2021
Exhibit 10.2
AMENDMENT TO
OFFER LETTER
AMENDMENT TO OFFER LETTER dated May 19, 2021, effective as of July 25, 2025 (the “Effective Date”) by and between Bit Digital, Inc., a Cayman Islands exempted company, with its principal business at 31 Hudson Yards, New York, New York 10001 (the “Company”) and Justin Zhu, with an address at [***] (the “Executive”).
W I T N E S S E T H :
WHEREAS, the Company intends to effect an initial public offering (“IPO”) of its subsidiary WhiteFiber Inc’s ordinary shares;
WHEREAS, the Executive will have additional responsibilities for the Company; and
WHEREAS, the Company desires to acknowledge the Executive’s increased role and to compensate him accordingly.
NOW, THEREFORE, in consideration of the mutual premises and covenants and agreements contained herein and for other good and valuable consideration by each of the parties, the parties hereby agree as follows:
| 1. |
Section 1 is restated in its entirety to read as follows:
Upon the Effective Date your position will be Senior Vice President of Finance and Chief Accounting Officer and will serve as Principal Financial Officer solely for purposes of Sarbanes-Oxley Compliance of the Company. In your capacity in these positions, you will perform duties and responsibilities for the Company and its affiliates that are reasonable and consistent with such positions, as may be assigned to you from time to time. You will report directly to Eric Huang, Chief Financial Officer, and Sam Tabar, Chief Executive Officer, or such other employee as may be designated by the Company and you shall assume and discharge such duties for the Company and its affiliates as directed.
During your employment, you will devote your full-time attention to your duties and responsibilities and you will perform them in accordance with the Company’s standards of conduct, and be bound by the operating policies, procedures and practices of the Company, as applicable. |
| 2. | The first sentence of Section 3 Base Salary is hereby amended to read as follows: |
“In consideration of your services your annualized salary will be increased from your current salary to $300,000 payable in accordance with the standard payroll practices of the Company and subject to all withholding and deductions as required by law.”
| 3. | Equity Award. Executive is hereby awarded restricted share units (“RSUs”) which are equal to One Hundred Fifty Thousand ($150,000) Dollars, based upon the Closing share price of the Company’s Ordinary Shares on the first trading day before the Effective Date. The RSUs shall be immediately vested and issued under the Company’s 2025 Omnibus Equity Incentive Plan and set forth in the Company’s standard RSU award agreement. Executive shall be eligible for additional equity Award annually, in the discretion of the Board, based on such targets and performance criteria as shall be established by the Board in its discretion after consultation with Executive. |
| 4. | Indemnification; D&O Coverage. The Company and Executive shall enter into and execute the Indemnification Agreement set forth in Exhibit A hereto. The Company shall maintain a directors’ and officers’ liability insurance policy covering Executive in an amount and on terms and conditions (including without limitation, with respect to scope, exclusions, sub-amounts and deductibles) reasonably acceptable to Executive. The Company shall further secure its obligations under the Indemnification Agreement through such means as the Executive reasonably requires, and in such sums as Indemnitee shall reasonably require, including without limitation through an irrevocable bank line of credit, letter(s) of credit, surety bond, funded trust or other collateral or retainer to counsel of Executive’s choosing. The Company shall bear all costs incurred by the Company and Executive in connection with establishing any such arrangements. Any such security, once provided, may not be revoked or released without the prior written consent of Executive. The Company shall provide such security within sixty (60) days after a request for such security is made by Executive. |
Except as set forth herein, the Agreement remains in full force and effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the 25th day of July 2025.
| “EXECUTIVE” | BIT DIGITAL, INC. | ||
| /s/ Justin Zhu | By: | /s/ Sam Tabar | |
| Justin Zhu | Name: Sam Tabar | ||
| Title: Chief Executive Officer | |||