Name Change, Merger Complete, Cancel Reverse Split, Officer Change, Twitter
CHEYENNE, WY / ACCESSWIRE / July 15, 2019 / Great news shareholders of $TCEL and $XTRA.
MERGER COMPLETE!
THERAPY CELLS, INC. (OTC PINK: TCEL) has successfully merged with XTRA Bitcoin Inc. Therapy Cells Inc is the surviving entity and has changed its name to XTRA Bitcoin Inc
REGISTERED in WYOMING as XTRA Bitcoin Inc.
Therapy Cells Inc (OTC PINK: TCEL) has successfully merged with XTRA Bitcoin Inc and changed its name to XTRA Bitcoin Inc (OTC PINK: TCEL). Under the Articles of Merger filed June 25, 2019 with WY Secretary of State, Therapy Cells, Inc is the surviving corporation and was re-named XTRA Bitcoin Inc. The terms of Exhibit “A” of the Agreement and Plan of Merger under 2.1 provided a formula for Conversion of Shares “to facilitate a merger of equals” that described a Reverse Split of Therapy Cells’ issued and outstanding common shares to match the $0.01 valuation of the old XTRA Bitcoin share structure. Upon further review, management has concluded that this is a mistake as Therapy Cells Inc is the surviving corporate structure. Therefore, the proper formula for Conversion of Shares will be to conform the shares of the old XTRA Bitcoin Inc to the valuation of common shares of Therapy Cells Inc, as the surviving corporate structure without conducting a Reverse Split of TCEL common shares.
Therefore, the old XTRA Bitcoin Inc shareholders and the new XTRA Bitcoin Inc (TCEL) Board of Directors have agreed and determined that it is in the best interests of XTRA Bitcoin Inc (TCEL) to cancel the Reverse Split described in Section 2.1 and instead, consummate the merger by issuing 40 shares of TCEL common stock for each share of the old XTRA Bitcoin Inc. The old XTRA Bitcoin shareholders have 14,236,055 shares at $0.01 valuation at time of merger in the form of 2,503,914 freely trading shares held by minority shareholders, 6,901,253 restricted shares controlled by Paul Knudson, and 4,830,888 restricted shares controlled by Mary A Veatch. Therefore, Section 2 Conversion of Shares, Section 2.2 is hereby amended in its entirety to read: 2.2 XTRA Bitcoin Inc (TCEL) common stock. XTRA Bitcoin Inc (TCEL) as the Surviving Corporation will issue a total of 100,156,560 (2,503,914 times 40) freely trading common shares (valued at $0.00025 at time of merger) to the minority old XTRA equity shareholders, and 276,050 (6,901,253 times 40/1000) shares of restricted Series E Preferred stock to various old XTRA equity holders controlled by Surviving Entity director/president Paul Knudson, and 193,236 (4,830,888 times 40/1000) shares of restricted Series E Preferred stock to old XTRA equity holder controlled by Surviving Entity officer Mary A Veatch.
Upon the exchange of certificates, the Issued and Outstanding common shares of XTRA Bitcoin Inc (TCEL) shall increase by 100,156,560 from 1,948,318,345 to 2,048,474,905.
Other news:
Due to personal and professional obligations, our Treasurer Gregory Knudson has determined that he is unable to dedicate adequate time to his office with XTRA and has resigned. XTRA thanks him for his service and wishes him the best. President Paul Knudson will perform the Treasurer duties until a qualified replacement is hired.
XTRA increased its leased capacity from 2 to 2.5MW.
President’s message: Change is always disruptive. Management is working diligently to establish open lines of communication with our loyal shareholders during our transition into a bitcoin mining company and bringing our filings current on OTC Markets. XTRA is positioned for long term growth mining on the bitcoin blockchain. We are actively seeking expansion funding to build-out XTRA’s bitcoin mining capacity, with goal to qualify for an OTCQB or possibly NASDAQ future listing. Our priorities are profitable operations, increasing shareholder equity and growing our PPS. We will be communicating thru OTC Market filings, Press Releases, our website and on Twitter.
Visit our website at www.xtrabitcoin.com
NEW! Follow us on Twitter @xtrabitcoin
Telephone: 208-630-6678, Email: [email protected]
Paul Knudson - President
XTRA Bitcoin Inc (TCEL)
SOURCE: XTRA Bitcoin, Inc.