Business Context and Reporting Period
This Form 6-K filing by Bit Origin Ltd covers the month of January 2026. The report details the implementation of a 1-for-60 reverse stock split effective January 20, 2026, intended to regain compliance with Nasdaq's minimum bid price requirement of $1.00 per share.
Key Financial Metrics and Capital Structure
The filing does not provide revenue, profit, cash flow, or margin data. It focuses on capital structure adjustments resulting from the reverse split:
- Outstanding Shares: Class A shares reduced from approximately 88.6 million to 1.5 million; Class B shares reduced from 768,000 to approximately 12,800.
- Authorized Shares: Reduced to 250,000,000 total (237,500,000 Class A and 12,500,000 Class B).
- Par Value: Increased to $0.00006 per share.
- Trading Status: Shares began trading on Nasdaq under symbol "BTOG" with new CUSIP G21621134.
Material Changes Versus Prior Period
The primary material change is the 1-for-60 reverse stock split approved by the Board on December 19, 2025, following shareholder authorization in March 2025. This action significantly reduces the number of outstanding shares and increases the par value to address delisting risks associated with a low stock price.
Guidance, Risks, and Contingencies
Compliance Risk: The company must maintain a closing bid price of at least $1.00 for ten consecutive business days by February 16, 2026, to remain listed on Nasdaq. There is no assurance compliance will be achieved.
Security Adjustments: The reverse split triggers adjustments to various warrants and convertible notes:
- Warrants: Exercise prices for existing warrants are multiplied by 60, and share counts are divided by 60. Specific warrants may have their exercise prices reduced to the "Warrant Event Market Price" if that price is lower than the adjusted exercise price.
- Convertible Notes: Series A-1 ($10M), Series B-1 ($5M), and Series C-1 ($1.34M) notes have conversion prices adjusted. Similar to warrants, prices may be reduced to the "Note Event Market Price" subject to specific floor prices ($3.354 for Series A-1/B-1 and $4.74 for Series C-1).
Investor Verification Checklist
- Verify the post-split stock price performance to confirm if the $1.00 minimum bid requirement is met by the February 16, 2026 deadline.
- Confirm the final adjusted exercise prices for outstanding warrants and convertible notes, particularly those subject to the "Warrant Event Market Price" or "Note Event Market Price" reductions.
- Review the Sixth Amended and Restated Memorandum and Articles of Association (Exhibit 1.1) for updated governance terms.
- Monitor for any further announcements regarding Nasdaq compliance status or potential delisting notices.