DEF 14C: Bitech Technologies Corporation Plans Reverse Stock Split to Pursue National Exchange Listing

Bitech Technologies Corporation intends to implement a reverse stock split, with a ratio between 1:2 and 1:80, to meet the listing requirements of a national securities exchange and facilitate a contemplated offering.

Summary

• Bitech Technologies Corporation is planning a reverse stock split of its common stock.
• The reverse split ratio will be within the range of 1-for-2 to 1-for-80, determined by the Board of Directors.
• The primary goal is to increase the stock price to meet the minimum bid price requirement for listing on a national securities exchange.
• The company also intends to pursue an offering of its securities.
• Shareholder approval for the reverse split was obtained via written consent on July 12, 2024, with 52.8% of outstanding voting power in favor.
• The Certificate of Amendment will become effective at least 20 calendar days after the mailing of this information statement, expected around July 23, 2024.
• No fractional shares will be issued; instead, they will be rounded up to the nearest whole share.
• The reverse split will increase the number of authorized but unissued shares of Common Stock.
• The company completed the acquisition of Emergen Energy LLC on April 24, 2024, issuing 222,222,000 unregistered shares of its common stock to Emergens sole member, C&C, in exchange for 100% of Emergens equity interests.
• Emergen holds rights to develop battery energy storage system (BESS) projects with an estimated cumulative storage capacity of 1.965 GW and solar energy development projects with an estimated cumulative capacity of 3.840 GW.

Sentiment

Score: 6

Explanation: The document outlines a strategic move to improve the company's market position and access to capital. While there are inherent risks, the overall sentiment is cautiously optimistic.

Positives

• The reverse stock split aims to facilitate a listing on a national exchange, potentially broadening the investor base.
• Increased stock price may attract institutional investors and increase analyst and broker interest.
• The acquisition of Emergen Energy LLC provides the company with rights to develop significant BESS and solar energy projects.
• The company believes the acquisition will allow them to meet certain national securities exchange listing requirements.

Negatives

• There is no guarantee that the reverse split will result in a proportionate increase in the stock price.
• The reverse split may decrease the liquidity of the common stock.
• The increased market price of the common stock resulting from the Reverse Split may not attract new investors, including institutional investors, and may not satisfy the investing guidelines of those investors, and consequently, the liquidity of our Common Stock may not improve.

Risks

• The reverse split may not result in a sufficient increase in the stock price to meet listing requirements.
• The stock price may decline after the reverse split, potentially at a greater percentage than without the split.
• The liquidity of the common stock may be adversely affected by the reduced number of outstanding shares.
• The increased number of authorized but unissued shares could be used to thwart a takeover attempt.

Future Outlook

The company intends to apply for listing of its Common Stock on a National Exchange and believes the reverse split will help meet the minimum bid price requirement. The Board will only effect the Reverse Split only to meet the listing requirements of a National Exchange and in connection with the consummation of the Offering.

Industry Context

Reverse stock splits are often used by companies trading at low prices to regain compliance with exchange listing requirements. The acquisition of Emergen Energy and its portfolio of renewable energy projects aligns with the growing demand for battery storage and solar energy solutions.

Comparison to Industry Standards

• Many companies in the renewable energy sector pursue listings on national exchanges to attract institutional investors and increase liquidity.
• Reverse stock splits are a common tool used by companies to meet minimum share price requirements for listing, although their success varies.
• Comparable companies in the renewable energy development space often have market capitalizations and share prices significantly higher than Bitech Technologies prior to the announcement.

Management Changes

Stakeholder Impact

• Shareholders will experience a reduction in the number of shares they own, but the value of their holdings may not change proportionally.
• The reverse split could potentially increase the stock price, benefiting shareholders.
• Employees may benefit from the company's improved market position and access to capital.
• The company's ability to secure funding for its renewable energy projects could impact suppliers and customers.

Next Steps

• The Board of Directors will determine the final reverse split ratio.
• The company will file the Certificate of Amendment with the Delaware Secretary of State.
• The company will apply for listing on a national securities exchange.
• Shareholders will be asked to exchange their old stock certificates for new ones.

Key Dates

Keywords

reverse stock split, national exchange listing, Bitech Technologies, Emergen Energy, BESS, solar projects, stock price, shareholder approval, offering, uplisting