Bit Digital, Inc., a Cayman Island exempted company, 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.
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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.
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The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended, 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.
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