![]() 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. 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. ![]() 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, 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. 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. Upon further review, management has concluded that this is a mistake as Therapy Cells Inc is the surviving corporate structure. 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. Under the Articles of Merger filed Jwith WY Secretary of State, Therapy Cells, Inc is the surviving corporation and was re-named 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). REGISTERED in WYOMING as XTRA Bitcoin Inc. Therapy Cells Inc is the surviving entity and has changed its name to XTRA Bitcoin Inc (OTC PINK: TCEL) has successfully merged with XTRA Bitcoin Inc. Twitter: Bitcoin Inc.Name Change, Merger Complete, Cancel Reverse Split, Officer Change, TwitterĬHEYENNE, WY / ACCESSWIRE / J/ Great news shareholders of $TCEL and $XTRA. If you would like more information about this topic, please call Paul Knudson at 1-20, or email. You should also review our most recent filings for a more particular discussion of these factors and other risks, particularly under the heading "Risk Factors". Please keep in mind that we are not obligating ourselves to revise or publicly release the results of any revision to these forward-looking statements in light of new information or future events. ![]() You are cautioned not to place undue reliance on these forward-looking statements, which reflect our opinions only as of the date of this presentation. While these forward-looking statements represent our current judgment on what the future holds, they are subject to risks and uncertainties that could cause actual results to differ materially. Our discussion may include predictions, estimates or other information that might be considered forward-looking. ![]() This has removed dilution risk and strengthens the company's financial position as it pursues expansion financing. Management has been working diligently to bring current all filings and has negotiated for reduced interest rate on outstanding debt and the elimination of all convertible debt note. XTRA believes his connections and expertise will help us get the best financing terms that benefit the company and shareholders. XTRA hopes to finalize consultant's contract next week. Among the accomplishments to date are agreements to reduce interest rate on all outstanding debt and the elimination of all convertible debt to protect against dilution of shareholder value. Management is working to bring all filings current and improve the financial condition of the company. XTRA's Board has approved adding a new team member to assist in raising expansion capital. FINANCIAL CONSULTANT APPROVED - CLARIFY: NO CONVERTIBLE DEBTįRUITLAND, ID / ACCESSWIRE / September 27, 2019 / XTRA BITCOIN INC (OTC PINK:TCEL)
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