Current Report Filing (8-k)
September 19 2019 - 3:08PM
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): September 18, 2019
BTCS
INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-55141
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90-1096644
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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9466
Georgia Avenue #124, Silver Spring, MD 20901
(Address
of Principal Executive Offices, and Zip Code)
(202)
430-6576
Registrant’s
Telephone Number, Including Area Code
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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[ ]
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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 CFR 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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Securities
registered pursuant to Section 12(b) of the Act: None
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark 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
1.02 Termination of a Material Definitive Agreement.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
September 18, 2019, BTCS Inc. (the “Company”) and Cavalry Fund I LP (the “Fund”) entered into an Exchange
Agreement whereby the Fund exchanged that certain $200,000 Promissory Note issued on December 18, 2018 (of which $17,973 of accrued
interest was due) (the “Old Note”) for a $217,973 Convertible Promissory Note due on December 18, 2019 (the “New
Note”). The New Note is: (i) convertible at a 20% discount to the closing price of the Company’s common stock on the
date before exercise with a floor price of $0.10 per share, (ii) shall bear interest at 12% per annum (payable at maturity) and
(iii) may be prepaid by the Company.
Item
9.01 Financial Statements and Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, 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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Date:
September 19, 2019
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By:
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/s/
Charles W. Allen
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Name:
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Charles
W. Allen
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Title:
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Chief
Executive Officer
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