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Bit Brother Limited (the "Company," "we" or "Bit Brother") (NASDAQ:BTB), today announced that a 1 for 1,000 reverse split of its Class A ordinary shares and Class B ordinary shares was approved by the Company's board of directors on November 14, 2023 and is expected to become effective on or around January 10, 2024.
Upon the effectiveness of the reverse share split, Bit Brother shareholders will receive one new Class A ordinary share of Bit Brother for every thousand 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 January 10, 2024.
The reverse share split is expected to lead Bit Brother's Class A ordinary shares to trade at approximately one thousand 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 1,000 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 January 8, 2024, there were approximately 3.8 Billion of Bit Brother's Class A ordinary shares outstanding. Effecting the 1 for 1,000 reverse split will reduce that amount to approximately 3.8 Million Class A ordinary shares outstanding.
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.
Fractional Shares
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.
