NEW YORK, Sept. 30, 2021 /PRNewswire/ -- Bit Digital, Inc.
(Nasdaq: BTBT) (the "Company" or "Bit Digital"), a Cayman
Island exempted company, today announced that it has entered into a
definitive agreement with institutional investors to purchase
13,490,728 ordinary shares in a private placement. The
Company will also issue to the investors unregistered warrants to
purchase up to an aggregate of 10,118,046 ordinary shares. The
purchase price for one ordinary share and one warrant to purchase
three-fourths of an ordinary share is $5.93. The warrants have an exercise price
of $7.91 per whole ordinary share,
will be exercisable immediately, and will have a term equal to
three and one-half years following the effective date of the resale
registration statement registering the ordinary shares and warrant
shares.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
The gross proceeds from the private placement are expected to be
approximately $80 million before deducting placement agent
fees and other estimated offering expenses. The private placement
is expected to close on or about October 4, 2021, subject to
the satisfaction of customary closing conditions.
The securities offered in the private placement have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act"), or applicable under state securities laws.
Accordingly, the securities may not be offered or sold in
the United States except pursuant
to an effective registration statement or an applicable exemption
from the registration requirements of the Securities Act and such
applicable state securities laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
About Bit Digital
Bit Digital, Inc. is a sustainability-focused bitcoin mining
company. Headquartered in New
York, Bit Digital's mining operations are located in
the United States and Canada.
Investor Notice
Investing in our securities involves a high degree of risk.
Before making an investment decision, you should carefully consider
the risks, uncertainties and forward-looking statements described
under "Risk Factors" in Item 3.D of our most recent Annual Report
on Form 20-F for the fiscal year ended December 31, 2020. If any material risk was to
occur, our business, financial condition or results of operations
would likely suffer. In that event, the value of our securities
could decline and you could lose part or all of your investment.
The risks and uncertainties we describe are not the only ones
facing us. Additional risks not presently known to us or that we
currently deem immaterial may also impair our business operations.
In addition, our past financial performance may not be a reliable
indicator of future performance, and historical trends should not
be used to anticipate results in the future. There can be no
assurance that miner shipments will be delivered on the expected
delivery date, due to possible logistic delays or other factors
beyond our control. Future changes in the network-wide mining
difficulty rate or bitcoin hashrate, as well as other factors
beyond our control, may also materially affect the future
performance of Bit Digital's production of bitcoin. Additionally,
all discussions of financial metrics assume mining difficulty rates
as of July 2021, where applicable.
See "Safe Harbor Statement" below.
Safe Harbor Statement
This press release may contain certain "forward-looking
statements" relating to the business of Bit Digital and its
subsidiary companies. 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. Forward-looking statements in this press release
include, but are not limited to, information about expectations
concerning the closing of the private placement, the Company's
continued geographic migration of its mining assets, acquisition of
mining assets and divestiture or disposal of obsolete mining
assets, hashrate expansion, procurement and delivery of power and
hosting capacity, potential for Bit Digital's growth, potential for
future usage of renewable or carbon-free power sources, and the
business goals and objectives of Bit Digital including, but not
limited to, the Company's operating strategies concerning the
deployment of digital assets to participate in one or more
decentralized finance ("DeFi") protocols. Although Bit Digital
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.
Investors 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 those discussed in Bit Digital's
periodic reports that are filed with the Securities and Exchange
Commission and available on its website at http://www.sec.gov. All
forward-looking statements attributable to Bit Digital or persons
acting on its behalf are expressly qualified in their entirety by
these factors. Other than as required under the securities laws,
Bit Digital does not assume a duty to update these forward-looking
statements.
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SOURCE Bit Digital, Inc.