SCHEDULE: Bit Digital Enters Lock-Up Agreement for WhiteFiber Offering

Bit Digital has entered into a lock-up agreement with Barclays Capital Inc. concerning WhiteFiber, Inc.'s convertible senior notes offering, maintaining its significant ownership stake.

Summary

• Bit Digital, Inc. has entered into a lock-up agreement with Barclays Capital Inc., as representative for initial purchasers, related to WhiteFiber, Inc.'s offering of Convertible Senior Notes.
• The agreement restricts Bit Digital from selling or disposing of its Ordinary Shares (Lock-Up Shares) for a period of 60 days after the offering memorandum date, with certain exceptions.
• Bit Digital's beneficial ownership of WhiteFiber, Inc. Ordinary Shares remains at 27,043,750 shares, representing approximately 59.9% of the issued and outstanding shares.
• The decrease in percentage ownership from 74.3% to 59.9% is due to an increase in the total number of outstanding Ordinary Shares, not a sale of shares by Bit Digital.
• The lock-up period begins on August 18, 2026, and continues for 60 days after the offering memorandum date, with a potential termination date of August 21, 2026, if the purchase agreement is not executed.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, as it primarily concerns a lock-up agreement related to a convertible note offering, which is a standard procedural document. The company's significant ownership stake remains unchanged, but the dilution from new shares is a minor concern.

Positives

• Bit Digital maintains its substantial beneficial ownership of 27,043,750 Ordinary Shares, representing 59.9% of the outstanding shares.
• The lock-up agreement is a standard procedure for such offerings and indicates continued engagement with the company's capital markets activities.
• Several exceptions to the lock-up restrictions are provided, allowing for certain transfers under specific conditions (e.g., gifts, estate planning, affiliate transfers).

Negatives

• The percentage of beneficial ownership has decreased from 74.3% to 59.9% due to an increase in the total number of outstanding shares, indicating potential dilution for Bit Digital.
• The lock-up agreement imposes significant restrictions on Bit Digital's ability to sell or hedge its shares for a defined period.

Risks

• The primary risk is the potential for further dilution if WhiteFiber, Inc. issues additional shares or convertible securities.
• The lock-up period restricts Bit Digital's flexibility to respond to market changes or liquidity needs by selling its shares.
• The agreement is governed by New York law, which could present specific legal challenges in case of disputes.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding future financial performance. It primarily details a lock-up agreement related to a convertible note offering.

Management Comments

• Bit Digital, Inc. acknowledges that the company and initial purchasers are relying on the lock-up agreement in proceeding with the offering.
• Bit Digital confirms it has consulted its own legal, accounting, financial, regulatory, and tax advisors regarding the agreement.

Industry Context

StockSavvy.ai notes that lock-up agreements are standard in the context of debt or equity offerings, particularly for convertible securities. They are designed to stabilize the share price during the offering period and prevent immediate selling pressure from major shareholders.

Stakeholder Impact

• Shareholders: Potential dilution due to increased outstanding shares, but also stability during the offering period due to the lock-up.
• Creditors: The offering of convertible notes may impact the company's debt structure and leverage.
• Management: Subject to restrictions on selling their own holdings during the lock-up period.

Next Steps

• Completion of the Convertible Senior Notes offering by WhiteFiber, Inc.
• The expiration of the 60-day Restricted Period following the offering memorandum date, after which Bit Digital may dispose of its Lock-Up Shares (subject to other agreements).

Key Dates

Keywords

lock-up agreement, convertible senior notes, WhiteFiber, Bit Digital, securities offering, beneficial ownership, ordinary shares, Barclays Capital