Current Report Filing (8-k)
December 20 2017 - 6:08AM
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 14, 2017
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.)
|
9466
Georgia Avenue #124
Silver
Spring, MD
|
|
20901
|
(Address of principal
executive offices)
|
|
(Zip Code)
|
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:
[ ]
|
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))
|
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
December 14, 2017, the Board of Directors (the “Board”) of BTCS Inc. (the “Company”) agreed to pay Charles
Allen, its CEO, and Michal Handerhan, its COO, cash bonuses of $75,000 and $35,000, respectively, or collectively $110,000 for
fiscal year 2017. The Company further agreed to pay Charles Allen and Michal Handerhan contingent cash bonuses of $175,000 and
$75,000 respectively, collectively $250,000 (the “Contingent Bonus”) which will be deemed earned on the earlier of
i) the closing of a merger approved by the Board, ii) the closing of one or many financings in 2018 totaling over $1.25 million
in gross proceeds, or iii) the Company having cash and digital assets valued over $1.5 million. Provided further that the Contingent
Bonus if deemed earned will only be payable if the Company has at least $1.25 million in cash and digital assets prior
to paying the bonuses.
The
bonuses were approved by the disinterested members of the Board at a Board meeting where Charles Allen participated but abstained
from the vote. Michal Handerhan was not present at the Board meeting and a quorum was comprised of Charles Allen, David Garrity
and Jonathan Read.
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 20, 2017
|
By:
|
/s/
Charles W. Allen
|
|
|
Charles W. Allen
|
|
|
Chief Executive Officer
|