Current Report Filing (8-k)
December 16 2020 - 2:18PM
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 16, 2020
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
of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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9466
Georgia Avenue #124, Silver Spring, MD 20910
(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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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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None
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NA
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NA
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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
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
December 16, 2020, BTCS Inc. (the “Company”) issued Cavalry Fund I LP (the “Fund”) a $1,000,000 promissory
note (the “Promissory Note”) and a Series C warrant to purchase 2,000,0000 shares of the Company’s Common Stock
(the “Warrant”) in consideration for $1,000,000. The Promissory Note is (i) due on October 16, 2021, (ii) convertible
at a 35% discount to the closing price of the Company’s common stock on the date before exercise with a floor price of $0.04
per share and (iii) shall bear interest at 12% per annum (payable at maturity). Subject to certain limitations, the Company may
force conversion of the Promissory Note.
The 2,000,000 Warrants
are exercisable for cash only at $0.20 per share, over a two-year period, and does not contain anti-dilution or price protection.
The
Company also entered into a letter agreement with the Fund (the “Side Letter”), whereby the Fund was provided a 12
month participation right in future financings.
The issuance of the Promissory
Note and Warrant is exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) and Rule
506(b) of Regulation D thereof. The Fund previously invested in securities of the Company; the Company did not engage in general
solicitation or advertising with regard to the issuance and sale of the securities and has not offered securities to the public
in connection with such issuance and sale. The Fund represented that it is an accredited investor and purchased the Note and
Warrant for investment and not with a view to distribution.
The
foregoing descriptions of the Promissory Note, Warrant, and Side Letter, are not complete and are qualified in their entirety
by reference to the provisions of such agreements, which are filed as Exhibit 4.1,10.1, and 10.2 to this Current Report on Form
8-K.
Item
3.02 Unregistered Sales of Equity Securities.
See
Item 2.03 which is incorporated by reference herein.
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:
December 16, 2020
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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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