Stronghold Digital Mining Announces Reverse Stock Split
15 Maio 2023 - 11:30AM
Stronghold Digital Mining, Inc. (NASDAQ:
SDIG) (“Stronghold”, or the “Company”) announced today
that it will effect a 1-for-10 reverse stock split (“Reverse
Split”) of its Class A common stock, par value $0.0001 per share
(“Class A Common Stock”), and Class V common stock, par value
$0.0001 per share (“Class V Common Stock” and, together with the
Class A Common Stock, the “Common Stock”), that will become
effective on May 15, 2023, at 5:00 p.m., Eastern Time (the
“Effective Time”). Stronghold’s Class A Common Stock will continue
to trade on The Nasdaq Global Market (“Nasdaq”) under the symbol
“SDIG” and will begin trading on a split-adjusted basis when the
market opens on May 16, 2023. The new CUSIP number for the Class A
Common Stock following the Reverse Split will be 86337R 202.
The Reverse Split is primarily intended to increase
the per share market price of the Company's Class A Common Stock
and bring the Company into compliance with the minimum bid price
requirement for maintaining its listing on Nasdaq. To evidence
compliance with this requirement, the closing bid price of the
Company’s Class A Common Stock must be at least $1.00 per share for
a minimum of 10 consecutive business days by May 30, 2023. The
reduction in the number of issued and outstanding shares of Common
Stock as a result of the Reverse Split is, absent other factors,
expected to proportionately increase the market price of the Class
A Common Stock to a level above the current market trading price,
although there is no assurance that this will occur. Additionally,
there is no assurance that the Reverse Split will allow the Company
to achieve compliance with Nasdaq’s listing maintenance
standard.
On January 9, 2023, the Company’s stockholders took
action by written consent to authorize the Company’s board of
directors (the “Board”) to effect a reverse stock split with a
ratio in a range from and including one-for-two (1:2) up to
one-for-ten (1:10). On May 12, 2023, the Board approved a 1-for-10
Reverse Split ratio. The Company has filed a Certificate of
Amendment to the Company’s Second Amended and Restated Certificate
of Incorporation (the “Charter Amendment”) to effect the Reverse
Split at the Effective Time.
Following the Reverse Split, the par value of the
Common Stock will remain unchanged at $0.0001 per share. The
Charter Amendment will not change the authorized number of shares
of Common Stock or preferred stock. No fractional shares will be
issued in connection with the Reverse Split. Stockholders who would
otherwise be entitled to receive a fractional share of Common Stock
will instead receive a whole share of the applicable Common Stock.
The Reverse Split will affect all stockholders uniformly and will
not alter any stockholder’s percentage interest in the Company’s
equity (other than as a result of the rounding up of fractional
shares). Additionally, outstanding equity-based awards and other
outstanding securities convertible or exchange into Common Stock
will be proportionately adjusted in accordance with the terms
thereof or as otherwise specified by the Board.
Shortly following the Effective Time, stockholders
of record will be receiving information from American Stock
Transfer & Trust Company, LLC, the Company’s transfer agent,
regarding their stock ownership following the Reverse Split.
Stockholders who hold their shares in brokerage accounts or in
“street name” are not required to take any action in connection
with the Reverse Split.
Additional information on the Reverse Split can be
found in the Company’s definitive information statement filed with
the Securities and Exchange Commission on January 30, 2023, which
is available on the SEC’s website at www.sec.gov and on the
Company’s website.
About Stronghold Digital Mining,
Inc.
Stronghold is a vertically integrated Bitcoin
mining company with an emphasis on environmentally beneficial
operations. Stronghold houses its miners at its wholly owned and
operated Scrubgrass Plant and Panther Creek Plant, both of which
are low-cost, environmentally beneficial coal refuse power
generation facilities in Pennsylvania.
Investor Contact:Matt Glover or
Alex KovtunGateway Group, Inc.SDIG@GatewayIR.com 1-949-574-3860
Media
Contact:contact@strongholddigitalmining.com
Forward-Looking Statements
Certain statements contained in this press
release constitute “forward-looking statements.” within the meaning
of the Private Securities Litigation Reform Act of 1995. You can
identify forward-looking statements because they contain words such
as “believes,” “expects,” “may,” “will,” “should,” “seeks,”
“approximately,” “intends,” “plans,” “estimates” or “anticipates”
or the negative of these words and phrases or similar words or
phrases which are predictions of or indicate future events or
trends and which do not relate solely to historical matters.
Forward-looking statements and the business prospects of Stronghold
are subject to a number of risks and uncertainties that may cause
Stronghold’s actual results in future periods to differ materially
from the forward-looking statements. These risks and uncertainties
include, among other things: the hybrid nature of our business
model, which is highly dependent on the price of Bitcoin; our
dependence on the level of demand and financial performance of the
crypto asset industry; our ability to manage growth, business,
financial results and results of operations; uncertainty regarding
our evolving business model; our ability to retain management and
key personnel and the integration of new management; our ability to
raise capital to fund business growth; our ability to maintain
sufficient liquidity to fund operations, growth and acquisitions;
our substantial indebtedness and its effect on our results of
operations and our financial condition; uncertainty regarding the
outcomes of any investigations or proceedings; our ability to enter
into purchase agreements, acquisitions and financing transactions;
public health crises, epidemics, and pandemics such as the
coronavirus pandemic; our ability to procure crypto asset mining
equipment from foreign-based suppliers; our ability to maintain our
relationships with our third party brokers and our dependence on
their performance; our ability to procure crypto asset mining
equipment; developments and changes in laws and regulations,
including increased regulation of the crypto asset industry through
legislative action and revised rules and standards applied by The
Financial Crimes Enforcement Network under the authority of the
U.S. Bank Secrecy Act and the Investment Company Act; the future
acceptance and/or widespread use of, and demand for, Bitcoin and
other crypto assets; our ability to respond to price fluctuations
and rapidly changing technology; our ability to operate our coal
refuse power generation facilities as planned; our ability to
remain listed on a stock exchange and maintain an active trading
market; our ability to avail ourselves of tax credits for the
clean-up of coal refuse piles; and legislative or regulatory
changes, and liability under, or any future inability to comply
with, existing or future energy regulations or requirements. More
information on these risks and other potential factors that could
affect our financial results is included in our filings with the
Securities and Exchange Commission, including in the “Risk Factors”
and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” sections of our Annual Report on Form
10-K filed on April 3, 2023 and Quarterly Report on Form 10-Q filed
on May 12, 2023. Any forward-looking statement speaks only as of
the date as of which such statement is made, and, except as
required by law, we undertake no obligation to update or revise
publicly any forward-looking statements, whether because of new
information, future events, or otherwise.
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