Proposed Increase Would Reduce New Share Issuance by 90% for Equivalent Capital Raised as UNLOCKD Advances Its Acquisition and Commercialization Strategy
LANCASTER, PA - November 4, 2026 (NEWMEDIAWIRE) - BitFrontier Capital Holdings, Inc. (OTCID: BFCH), doing business as UNLOCKD, Inc. (the “Company”), today announced plans to amend its Regulation A offering to increase the price of its common stock from $0.0001 to $0.001 per share.
The proposed tenfold increase reflects management’s reassessment of the Company’s capital-raising strategy following its restructuring initiatives, completed acquisitions, and continued development of its consumer health and wellness platform. At the proposed offering price, UNLOCKD would issue 90% fewer shares to raise an equivalent amount of gross equity capital compared with the existing offering price, helping to reduce potential shareholder dilution and preserve authorized share capacity for future strategic initiatives.
The Company intends to file the necessary amendment with the U.S. Securities and Exchange Commission (“SEC”). Implementation of the revised offering price remains subject to applicable filing, qualification, and securities-law requirements.
Reflecting the Company's Progress
The Company's original Regulation A offering price was established during an earlier stage of its restructuring and development, when access to capital was limited and management was focused on stabilizing the business, addressing legacy obligations, and establishing a foundation for future growth.
Since that time, UNLOCKD has advanced its acquisition strategy, expanded its portfolio of consumer brands and intellectual property, and established a platform for future commercialization and operating growth.
"We believe the Company is in a materially different position today than when we established the original offering price," said John P. Gorst, Chief Executive Officer of UNLOCKD. "We have made considerable progress in restructuring the business, completing acquisitions, and positioning UNLOCKD for its next stage of development. Our approach to raising capital should reflect that progress, and we believe continuing to issue equity at the original price is no longer appropriate for the direction we are taking the Company."
Acquisition Strategy and Operating Development
Throughout 2026, UNLOCKD has pursued a strategy focused on acquiring and developing consumer health and wellness businesses through two complementary approaches: acquiring undercapitalized or distressed consumer brands and intellectual property with opportunities for repositioning and commercialization, and pursuing revenue-generating strategic acquisitions capable of adding operating scale, distribution relationships, customers, and infrastructure.
The Company has completed acquisitions involving EVERMIND, Ancient Extracts USA, and, most recently, the 1ENERGY consumer brand assets. Ancient Extracts USA represents the Company's current revenue-generating operating brand, while EVERMIND and 1ENERGY provide additional intellectual property, product development opportunities, and potential future commercialization platforms.
UNLOCKD also recently announced a binding letter of intent to acquire Ancient Extracts UK, representing a potential expansion of its revenue-generating operations and international footprint. Based on previously announced operating figures, the proposed acquisition could add nearly $1 million in annualized revenue upon closing. The transaction remains subject to financing, due diligence, audit requirements, definitive documentation, and other closing conditions.
The Company's broader strategy, described as Acquire. Reposition. Reactivate. Scale., is intended to combine established brand assets and intellectual property with operating discipline, product innovation, and expanded distribution.
Reducing Dilution and Preserving Share Capacity
The proposed offering-price adjustment would substantially reduce the number of common shares required to raise a given amount of capital.
At the existing offering price of $0.0001 per share, raising $100,000 in gross proceeds would require issuing approximately 1 billion common shares. At the proposed offering price of $0.001 per share, the same amount would require approximately 100 million common shares, representing a 90% reduction in new share issuance for an equivalent amount of gross capital raised.
Management believes this adjustment is particularly important given the Company's existing authorized share structure and its anticipated capital requirements associated with acquisitions, product development, commercialization, and operating expansion.
"The market will ultimately determine the value of BFCH," Gorst continued. "Our responsibility as management is to make financing decisions that we believe are appropriate for the Company and its shareholders. We cannot control the market price, but we can control the terms on which we are willing to issue new equity. We believe this adjustment represents a more disciplined approach to capital formation as we continue executing our strategy."
The proposed offering price is a management-determined financing term and does not represent an independent valuation of the Company or an indication of its expected trading price. The Company's ability to raise capital at the proposed price will depend on investor demand and prevailing market conditions.
Positioning for the Next Stage of Growth
Having devoted considerable resources to restructuring the Company, resolving legacy obligations, and establishing its acquisition platform, UNLOCKD is increasingly focused on operating execution, revenue growth, and the commercialization of acquired assets.
Management believes preserving authorized share capacity and taking a more disciplined approach to future equity issuances are important components of the Company's long-term strategy.
The Company expects to provide additional information regarding the proposed Regulation A amendment through its applicable SEC filings and subsequent corporate communications.
About BitFrontier Capital Holdings, Inc. / UNLOCKD
BitFrontier Capital Holdings, Inc. (OTCID: BFCH), doing business as UNLOCKD, Inc., is building a consumer health and wellness platform focused on acquiring, developing, and commercializing direct-to-consumer and consumer packaged goods brands, businesses, and intellectual property. Its portfolio includes Ancient Extracts USA, EVERMIND, and 1ENERGY.
For more information, visit www.unlockdinc.com.
Regulation A Offering Information
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under applicable securities laws.
The proposed $0.001 offering price remains subject to applicable SEC filing and qualification requirements and has not been qualified for use. The Company will not sell securities at the revised offering price unless and until applicable securities-law requirements have been satisfied.
Investors should carefully review the Company's current Regulation A offering circular, including any amendments, supplements, and risk factors, available through the SEC's EDGAR database at www.sec.gov, before making an investment decision.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of applicable federal securities laws, including statements regarding the proposed Regulation A offering-price amendment, future capital raising, potential dilution, authorized share capacity, acquisitions, commercialization initiatives, revenue growth, and the Company's business strategy.
These statements reflect management's current expectations, assumptions, and beliefs and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Such risks include the Company's ability to obtain any required regulatory qualification, raise capital at the proposed offering price, complete proposed acquisitions, integrate acquired businesses, commercialize products, achieve anticipated operating results, and execute its growth strategy.
The proposed $0.001 offering price was determined by management for financing purposes and does not constitute an independent appraisal, fairness opinion, determination of intrinsic or fair market value, or prediction of future trading prices. The market price of BFCH common stock may be higher or lower than the proposed offering price and may fluctuate significantly.
Although the proposed offering price would result in fewer shares being issued for an equivalent amount of gross capital raised, future equity issuances may still dilute existing shareholders. There can be no assurance that the proposed amendment will be qualified or implemented, that investors will purchase shares at the revised price, or that the Company will raise any particular amount of capital.
There can also be no assurance that the proposed acquisition of Ancient Extracts UK will close, that anticipated revenue will be realized or sustained, or that the Company's acquisition and commercialization strategies will be successful.
Readers should not place undue reliance on forward-looking statements. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise these statements.
Investor Relations Contact
John P. Gorst, Chief Executive Officer
BitFrontier Capital Holdings, Inc.
d/b/a UNLOCKD, Inc. (OTCID: BFCH)
ir@unlockdinc.com
www.unlockdinc.com
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