Current Report Filing (8-k)
August 21 2017 - 9:06AM
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): August 21, 2017
BTCS
Inc.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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000-55141
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90-1096644
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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9466
Georgia Avenue #124
Silver Spring, MD
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20901
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(202) 430-6576
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
7.01 Regulation FD Disclosure
On
August 21, 2017, BTCS Inc. (the “Company”) issued a press release regarding a non-binding letter of intent (“LOI”)
that the Company has entered into with Blockchain Global Limited (“BCG”) to merge the Company with BCG. Under the
terms of the LOI, BCG shareholders shall receive a combination of common stock, convertible preferred stock and warrants equal
to 75% of the fully-diluted equity securities of the Company post-closing (the “Fully Diluted Equity”). The warrants
will be a series of warrants drafted to reflect the differing outstanding warrants of the Company as of the closing date and contain
similar terms including exercise prices, terms, and anti-dilution protection. The LOI also provides that the two current executive
officers of the Company will receive 12% of the Fully Diluted Equity in the form of common stock, preferred stock or restricted
stock units in a manner to be determined by the Company. Another key condition of the LOI is that the existing holders of BTCS
securities which have anti-dilution protection, redemption features and similar protections must be eliminated as determined solely
by BCG. The binding agreement will provide that the Company shall have five directors of which, two shall be appointed by the
Company prior to closing and three appointed by BCG.
A
copy of the press release is furnished as Exhibit 99.1 to this report. The information contained in the press release attached
as Exhibit 99.1 to this report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information contained in the press release
attached as Exhibit 99.1 to this report shall not be deemed to be incorporated by reference in the filings of the Company under
the Securities Act of 1933.
ITEM
9.01 Financial Statements And Exhibits
(d)
Exhibits.
Exhibit
Number
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Description
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99.1
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BTCS Inc. Press
Release
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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.
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BTCS
INC.
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Dated:
August 21, 2017
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By:
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/s/
Charles W. Allen
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Charles
W. Allen
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Chief
Executive Officer
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