Current Report Filing (8-k)
December 29 2016 - 3:53PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 20, 2016
BTCS
Inc.
(Exact
Name of Registrant as Specified in Charter)
Nevada
|
|
000-55141
|
|
90-1096644
|
(State
or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification No.)
|
1901
N Moore St, Suite 700
Arlington,
Virginia
|
|
22209
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(248) 764-1084
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
December 20, 2016 (the “Record Date”), BTCS Inc. (the “Company”) obtained written consent by the holder
of the majority of the voting power of the Company’s capital stock approving amendments to the Company’s Articles
of Incorporation to approve a reverse stock split at a ratio of one-for-60 and maintain the authorized common stock at 975 million
shares. The Company will not implement the reverse stock split until it receives the approval of the Financial Industry Regulatory
Authority (“FINRA”).
On
the Record Date, there were (i) 952,756,004 shares of common stock outstanding and (ii) 100 shares of outstanding super voting
Series A Preferred Stock. Each share of BTCS common stock represents one vote and the Series A Preferred Stock votes together
with the common stock but is entitled to vote a majority of the voting power with respect to the reverse split.
The
Company expects to file Articles of Amendment with the Secretary of State of Nevada upon compliance with notification requirements
of FINRA and expiration of a 20-day waiting period following mailing of notification to shareholders of the action taken by written
consent.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
|
BTCS
INC.
|
|
|
Dated:
December 29, 2016
|
By:
|
/s/
Charles W. Allen
|
|
|
Charles
W. Allen
|
|
|
Chief
Executive Officer
|