President’s message: Change is always disruptive. XTRA increased its leased capacity from 2 to 2.5MW. President Paul Knudson will perform the Treasurer duties until a qualified replacement is hired. XTRA thanks him for his service and wishes him the best. 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.ĭue 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 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. Name Change, Merger Complete, Cancel Reverse Split, Officer Change, TwitterĬHEYENNE, WY / ACCESSWIRE / J/ Great news shareholders of $TCEL and $XTRA.

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