CHANGSHA, China, Dec. 14, 2022 /PRNewswire/ — Bit Brother Limited (the “Company,” “we” or “Bit Brother”) (NASDAQ: BTB), today announced that a 1 for 15 reverse split of its Class A ordinary shares was approved by the Company’s board of directors on September 29, 2022 and is expected to become effective on or around December 15, 2022.
Upon the effectiveness of the reverse share split, Bit Brother shareholders will receive one new Class A ordinary share of Bit Brother for every fifteen shares they hold. Bit Brother’s Class A ordinary shares are expected to begin trading on a split-adjusted basis when the market opens on December 15, 2022.
The reverse share split is expected to lead Bit Brother’s Class A ordinary shares to trade at approximately fifteen times the price per share at which it trades prior to the effectiveness of the reverse share split. Bit Brother, however, cannot assure that the price of its Class A ordinary shares after the reverse split will reflect the 1 for 15 reverse split ratio, that the price per share following the effective time of the reverse split will be maintained for any period of time, or that the price will remain above the pre-split trading price.
There will be no changes to Bit Brother’s Amended and Restated Articles and Memorandum of Association in connection with the reverse share split. As of December 12, 2022, there were approximately 116,773,794 of Bit Brother’s Class A ordinary shares outstanding. Effecting the 1 for 15 reverse split will reduce that amount to approximately 7,784,920. The reverse split will not change the number of Bit Brother’s authorized Class B ordinary shares and preferred shares, which will remain at 200,000,000 and 5,000,000 shares, respectively.
Treatment of Stock Options and Restricted Shares
The number of ordinary shares into which Bit Brother’s outstanding stock options and restricted shares as well as the options’ relevant exercise price per share will be proportionally adjusted to reflect the reverse split. The number of shares authorized for issuance under Bit Brother’s equity incentive plans will also be proportionally reduced to reflect the reverse split.
Any fractional shares that would have resulted because of the Reverse Split will be rounded up to the nearest whole share.
New Ordinary Share Certificates
Bit Brother will adopt a new share certificate in connection with the implementation of the reverse share split. Bit Brother’s transfer agent, VStock Transfer LLC, will manage the exchange of share certificates. Shareholders of record will receive a letter of transmittal providing instructions for the exchange of their old certificates as soon as practicable following the effectiveness of the reverse split. Shareholders should not send in their old stock certificates until they receive a letter of transmittal from VStock Transfer LLC. Shareholders who hold their shares through a securities broker or nominee (i.e., in “street name”) will be contacted by their brokers or nominees with any instructions.
For more information, shareholders and securities brokers should contact VStock Transfer LLC at 212-828-8436.
About Bit Brother, Inc.
Bit Brother Limited (formerly known as Urban Tea, Inc.) was incorporated in the British Virgin Islands as a company with limited liability on November 28, 2011. Our business currently consists of the distribution and retail of specialty tea products. We have conducted research and planning of our blockchain technology and cryptocurrency mining business since 2021. For more information, please visit: http:www.bitbrother.com.
This press release contains certain statements that may include “forward-looking statements.” All statements other than statements of historical fact included herein are “forward-looking statements.” These forward-looking statements are often identified by the use of forward-looking terminology such as “believes,” “expects” or similar expressions, involving known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including the uncertainty about the spread of the COVID-19 virus and the impact it will have on the Company’s operations, the demand for the Company’s products, supply chains, New York City’s regulation of restaurants, and economic activity in general. These and other risks and uncertainties are detailed in the risk factors discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on the SEC’s website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these risk factors. Other than as required under the applicable securities laws, the Company does not assume a duty to update these forward-looking statements.
SOURCE Bit Brother Limited