BTBT

Bit Digital, Inc

NASDAQ · FINANCIALS · FINANCE SERVICES

0.85

−0.06 −6.84%

USD · close Oct 23

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MKT CAP $304.7MP/E —DIV YIELD —FCF YIELD -249.64%REV TTM $122.8M +23.6%NET INCOME −$291.4MNET CASH $58.1M52W 0.85 – 3.99SEC XBRL · TTM TO Invalid Date

How BTBT rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

23%

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591

new sentences

Dropped

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−9,718

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New in FY2025

Risk Factors Ownership of our securities involves a high degree of risk.
You should carefully consider the risks described below, together with all other information contained in or incorporated by reference into this Annual Report on Form 10-K, including our audited financial statements and the notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The following discussion highlights material risks that could adversely affect our business, financial condition, results of operations, cash flows, liquidity, prospects and the trading price of our Ordinary Shares.
Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations.
If any of the risks actually occur, our business could be materially harmed and the market price of our ordinary shares could decline, and you could lose all or part of your investment.
General Risks We have a history of operating losses, and we may not be able to sustain profitability; we have recently shifted our emphasis from our digital assets mining business to the ETH staking and treasury business and we may not be continuously successful in this business.
Although we have experienced profitability from our cloud services and HPC data centers, which are presently operated by our subsidiary WhiteFiber, Inc., our current business, including our growth strategy for our business, involves industries that are new and constantly evolving and is subject risks, many of which are discussed below.
See “Risks Related to Digital Asset Prices, Network Dynamics and Treasury Holdings” below.
Our results of operations, including the levels of our net revenues, expenses, net loss and other key metrics, may vary significantly in the future due to a variety of factors, some of which are outside of our control, and period-to-period comparisons of our operating results may not be meaningful, especially given our limited operating history in the area of digital assets.
We seek to acquire digital asset-related businesses around the globe.
We may evaluate and consider strategic investments, combinations, joint-ventures, acquisitions or alliances in the digital asset “ecosystem” and related businesses around the globe.
Sam Tabar, our Chief Executive Officer, Mr.
Erke Huang, our Chief Financial Officer and Mr.
Justin Zhu, our Chief Accounting Officer and Senior Vice President of Finance.
As of December 31, 2025, we concluded that our internal control over financial reporting contained no material weaknesses.
Cyberattacks and security breaches of our systems, or those impacting our third parties, could adversely impact our brand and reputation and our business, operating results, and financial condition.
As a result, any actual or perceived security breach of our systems or our third-party partners may: ● harm our reputation and brand; ● interrupt our operations; ● result in improper disclosure of data and violations of applicable privacy and other laws; ● result in significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, and financial exposure; ● cause us to incur significant remediation costs; ● divert the attention of management from the operation of our business; and ● adversely affect our business and operating results.
Unauthorized parties have attempted, and we expect that they will continue to attempt, to gain access to its systems and facilities, as well as those of our customers, partners, and third-party service providers, through various means, including hacking, social engineering, phishing, and attempting to fraudulently induce individuals (including employees, service providers, and our customers) into disclosing usernames, passwords, payment card information, or other sensitive information, which may, in turn, be used to access our cloud services.
We have recently hired certain key personnel for the Company.
However, competition for these employees is high, due, in part, to the nascent workforce in the digital asset “ecosystem.” In some cases, competition for these employees is on a regional, national, or global basis.
As digital asset platforms become more widely available, we expect the services and products associated with them to evolve.
A number of factors may increase WhiteFiber’s future effective income tax rate, including: ● Governmental authorities increasing taxes or eliminating deductions, particularly the depletion deduction. ● The jurisdictions in which earnings are taxed. ● The resolution of issues arising from tax audits with various tax authorities. ● Changes in the valuation of our deferred tax assets and liabilities. ● Adjustments to estimated taxes upon finalization of various tax returns. ● Changes in available tax credits. ● Changes in stock-based compensation. ● Other changes in tax laws. ● The interpretation of tax laws and/or administrative practices. ● Our operations could be negatively impacted by import tariffs and/or other government mandates.
We are subject to environmental laws and regulations affecting many aspects of our operations, including those affecting the operation of digital asset platforms.
In July 2025, we sold an aggregate of 22,000,000 ordinary shares at $3.06 per share pursuant to a registered direct offering.
In October 2025, we sold an aggregate of $150 million of 4.0% convertible senior notes due 2030 pursuant to a registered offering.
During the year ended December 31, 2025, we sold an aggregate of 30,189,161 ordinary shares for an aggregate price of $2.15, net of offering costs pursuant to an at-the-market offering.
We had proceeds of $63.4 million, net of offering costs pursuant to an at-the-market offering.
Although we believe we have adequate cash on hand and have an effective $2.5 billion at-the-market shelf registration statement and anticipated cash flows from operating activities are expected to be sufficient to meet our anticipated working capital requirements and capital expenditures in the ordinary course of business for the next 12 months, we cannot assure you that will be the case.
We may evaluate financing opportunities from time to time, including through ETH-collateralized financing arrangements, related-party or other investor financing, and other debt or equity financings.
Further, if we seek to obtain financing through ETH-collateralized financing arrangements, we may be required to pledge a substantial portion of our ETH and satisfy margin maintenance and other collateral requirements.
If the value of the pledged collateral declines, we could be required to post additional collateral, repay indebtedness earlier than anticipated or permit the liquidation of pledged ETH, which could adversely affect our liquidity, financial condition and results of operations.
At December 31, 2025, substantially all of our cash and cash equivalent balances held at financial institutions exceeded deposit insured limits.
Risks Related to Digital Asset Prices, Network Dynamics and Treasury Holdings Volatility in the prices of ETH may materially and adversely affect our business, financial condition and results of operations.
Our revenues, gross margins, liquidity and ability to service obligations depend significantly on prevailing ETH prices and.
Prolonged or sharp price declines, or heightened volatility, may impede ETH ecosystem growth or render BTC mining activities unprofitable, reduce the carrying value and liquidity of digital assets held, and decrease investor demand for our securities.
The future development and growth of digital assets are subject to a variety of factors that are difficult to predict and evaluate.
If digital assets do not grow as we expect, our business, operating results and financial condition could be adversely affected.
Digital assets built on blockchain technology were only introduced in 2008 and remain in the early stages of development.
In addition, different digital assets are designed for different purposes.
Ethereum, for instance, was designed to serve as a smart contract and decentralized application platform, while Bitcoin was designed to serve as a peer-to-peer electronic cash system.
Many other blockchain networks, ranging from cloud computing to tokenized securities networks, have only recently been established.

and 551 more.

Gone since FY2024

Risk Factors An investment in our Ordinary Shares involves a high degree of risk.
You should carefully consider the risks and uncertainties described below together with all other information contained in this report, including the matters discussed under the heading “Forward-Looking Statements” before you decide to invest in our Ordinary Shares.
If any of the following risks, or any other risks and uncertainties that are not presently foreseeable to us, actually occur, our business, financial condition, results of operations, liquidity and our future growth prospects could be materially and adversely affected.
The Company is not required to provide the information called for in this item due to its status as a Smaller Reporting Company, however we describe below some of the risks we believe are material to our business.
You should carefully consider the following risks in evaluating us and our business.
You should also refer to the other information set forth in this report, including the information set forth in “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as in our consolidated financial statements and the related notes.
Our business prospects, financial condition or results of operations could be adversely affected by any of the following risks.
General Risks We have a history of operating losses, and we may not be able to sustain profitability; we have recently shifted our emphasis from our digital assets mining business, to cloud services and HPC data centers and we may not be continuously successful in this business.
For the year ended December 31, 2023 (“Fiscal 2023”), as a result of the decline in revenue from digital assets mining, we recognized a net loss of $13.9 million.
Although we have experienced profitability from our cloud services and HPC data centers for the year ended December 31, 2024 (“Fiscal 2024”), we may incur losses as we continue to work to shift and grow our cloud services and HPC data centers businesses.
Our current business, including our growth strategy for our business, involves industries that are itself new and constantly evolving and is subject risks, many of which are discussed below.
See “ Digital Assets Related Risks ” below.
Our results of operations, including the levels of our net revenues, expenses, net loss and other key metrics, may vary significantly in the future due to a variety of factors, some of which are outside of our control, and period-to-period comparisons of our operating results may not be meaningful, especially given our limited cloud services and HPC data centers operating history.
We seek to enter cloud services and HPC data centers businesses around the globe.
We may evaluate and consider strategic investments, combinations, joint-ventures, acquisitions or alliances in the bitcoin mining, cloud services or HPC data centers and related businesses around the globe.
Sam Tabar, our Chief Executive Officer, and Mr.
Erke Huang, our Chief Financial Officer.
We have recently hired several key members of Senior Management including executive officers, Billy Krassakopoulos, CEO of Enovum, and Thomas Sanfilippo, Chief Technology Officer, in order to grow WhiteFiber’s business.
As of December 31, 2023, previous deficiencies in disclosure controls and procedures were remediated, and controls were found to be operating effectively.
As of December 31, 2024, we concluded that our internal control over financial reporting contained no material weaknesses.
Cyberattacks and security breaches of cloud services, or those impacting our third parties, could adversely impact our brand and reputation and our business, operating results, and financial condition.
Our cloud services involve the collection, storage, processing, and transmission of confidential information, employee, service provider, and other personal data.
We have built our cloud services on the premise that we maintain a secure way to secure, store, and transact in cloud services.
As a result, any actual or perceived security breach of us or our third-party partners may: ● harm our reputation and brand; ● result in our cloud services being unavailable and interrupt our operations; ● result in improper disclosure of data and violations of applicable privacy and other laws; ● result in significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, and financial exposure; ● cause us to incur significant remediation costs; ● divert the attention of management from the operation of our business; and ● adversely affect our business and operating results.
Unauthorized parties have attempted, and we expect that they will continue to attempt, to gain access to our systems and facilities, as well as those of our customers, partners, and third-party service providers, through various means, including hacking, social engineering, phishing, and attempting to fraudulently induce individuals (including employees, service providers, and our customers) into disclosing usernames, passwords, payment card information, or other sensitive information, which may, in turn, be used to access our cloud services.
We have recently hired certain key personnel for WhiteFiber, as well as the management team of Enovum.
Supply chain disruptions may adversely affect WhiteFiber’s operations.
WhiteFiber is a provider of Graphic Processing Units (“GPUs”) compute and purchases NVIDA H100 servers, as well as other servers, through OEMS for example, Supermicro, Dell, Hewlett Packard and ASUSTeK Computer Inc .
Disruptions, shortages or delays in WhiteFiber’s ability to source GPUs and price increases from suppliers have and may continue to occur, which would be expected to adversely affect WhiteFiber’s results of operations, financial condition, cash flows and harm customer relationships.
Any material disruption at WhiteFiber’s facilities or those of its customers or suppliers or otherwise within its supply chain, whether as a result of downtime, work stoppages or facility damage could prevent WhiteFiber from meeting customer demands or expected timelines, require it to incur unplanned capital expenditures, or cause other material disruptions to its operations, any of which could have a material adverse effect on WhiteFiber’s operations, financial position and cash flows.
Further, supply chain disruptions can occur from events out of the WhiteFiber’s control such as environmental incidents or other catastrophes.
We operate in a capital-intensive industry and are subject to capital market and interest rate risks.
Our operations require significant capital investment to purchase and maintain the property and equipment required to provide specialized infrastructures to support generative AI work streams.
Consequently, we will rely on capital markets, as sources of liquidity for capital requirements for growth.
If we are unable to access capital at competitive rates, the ability to implement business plans, make capital expenditures or pursue acquisitions it would otherwise rely on for future growth may be adversely affected.
Market disruptions may increase the cost of borrowing or adversely affect our ability to access one or more financial markets.
Such market disruptions could include: ● A significant economic downturn. ● The financial distress of unrelated industry leaders in the same line of business. ● Deterioration in capital market conditions. ● Turmoil in the financial services industry. ● Volatility in GPU prices. ● Terrorist attacks. ● War. ● Cyberattacks.
If we raise additional equity financing, our shareholders may experience significant dilution of their ownership interests, and the per share value of our Ordinary Shares could decline.
Furthermore, if we engage in debt financing, the holders of debt likely would have priority over the holders of our Ordinary Shares on order of payment preference.
We may be required to accept terms that restrict or limit our ability to, among other things: ● Pay cash dividends to our shareholders, subject to certain limited exceptions; ● Redeem or repurchase our ordinary shares or other equity; ● Incur additional indebtedness; ● Permit liens on assets; ● Make certain investments (including through the acquisition of stock, shares, partnership or limited liability company interests, any loan, advance or capital contribution); ● Sell, lease, license, lend or otherwise convey an interest in a material portion of our assets; and ● Sell or otherwise issue ordinary shares or other capital stock subject to certain limited exceptions.

and 812 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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