Current Report Filing (8-k)
January 04 2021 - 5:28PM
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): January 1, 2021
BTCS
INC.
(Exact
name of registrant as specified in its 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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(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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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
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
1.01 Entry into a Material Definitive Agreement.
On
January 1, 2021, Messrs. David Garrity a director, and Charles Allen and Michal Handerhan, executive officers and directors of
BTCS Inc. (the “Company”) subscribed for 1,100,000 shares of the Company’s to be designated Series C-2 Convertible
Preferred Stock (the “Series C-2”), for a total of $1,100,000 at $1.00 per Share of Series C-2. The Company
anticipates receiving funds for the investment and filing the Series C-2 Certificate of Designation with the State of Nevada
within 5 days of the filing date of this report. The material terms of the Series C-2 are summarized as follows:
Redemption
and Stockholder Approval: Under the terms of the Series C-2, the Company shall call a special meeting of stockholders within
180 days of the initial issuance date seeking stockholder ratification of the issuance of the Series C-2. If the ratification
of the issuance is not approved prior to the twelve-month anniversary of the initial issuance date (the “Vote Deadline”),
the Series C-2 will be redeemed at a price equal to 107% of (i) the stated value per share, or $1.07 per share, plus (ii) all
unpaid dividends thereon. If the Company has filed a proxy with the Securities and Exchange Commission prior to the Vote Deadline
and is unable to conduct a vote prior to the Vote Deadline then the Vote Deadline will be extended until such time as the vote
is conducted. The Series C-2 will not be entitled to vote on the ratification.
Conversion:
Each share of Series C-2 is convertible into shares of the Company’s common stock, par value $0.001 per share, beginning
on the two-year anniversary of the initial issuance date at a per-share conversion rate determined by dividing the stated value
by $0.17, subject to anti-dilution adjustment provisions described below, if applicable. Further, the Series C-2 automatically
converts into shares of common stock upon the earlier of: (i) the four-year anniversary of the initial issuance date, and (ii)
the Company’s common stock being listed on a national securities exchange.
Ranking:
The Series C-2 ranks senior to the Company’s common stock, and to all other classes and series of equity securities of the
Company which by their terms do not rank pari passu or senior to the Series C-2. The Series C-2 is subordinate to and ranks junior
to all indebtedness of the Company. The holders of the Series C-2 are entitled to receive dividends or distributions on each share
of Series C-2 on an as converted basis.
Voting
Rights: If the issuance of the Series C-2 is ratified by the stockholders of the Company, each share of Series C-2 shall vote
on an as converted basis with the common stock or other equity securities of the Company on a two vote per one share of common
stock basis. The common stock into which the Series C-2 is convertible shall, when issued, have all the same voting rights as
other issued and outstanding common stock of the Company.
Anti-Dilution
Adjustment: If at any time after the initial issuance date, the Company raises capital equal to or in excess of $5 million
by issuing common stock or common stock equivalents, then the following amount will be added to the numerator of the per-share
conversion formula: the product of: (i) 0.000002, and (ii) the aggregate amount of all capital raised by the Company after the
initial issuance date, subject to a $13 million cap.
The
foregoing description of the Series C-2 and investments pursuant to subscription agreements do not purport to be complete and
are qualified in their entirety by reference to the provisions of such Certificate of Designations, Preferences and Rights of
the Series C-2 (the “Certificate of Designation”) and subscription agreements, forms of which are filed as Exhibits
4.1 and 10.1 to this report.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
January 1, 2021, the Board of Directors of the Company approved grants of the following performance-based awards (“Awards”)
under the Company’s 2021 Equity Incentive Plan: (i) 12 million stock options with an exercise price of $0.19 (the closing
stock price on the last trade date immediately prior to the grant) and (ii) 2.75 million restricted stock units, to Messrs. Allen
and Handerhan, directors and executive officers of the Company and Messrs Garrity a director of the Company. Of the Awards, Mr.
Allen, was granted 7,500,000 stock options and 2,000,000 restricted stock units, Mr. Handerhan was granted 3,500,000 stock options
and 500,000 restricted stock units, Mr. Garrity was granted 1,000,000 stock options and 250,000 restricted stock units. The vesting
and exercisability of these Awards, which are subject to stockholder approval, are summarized as follows:
4.8 million options will
vest on January 1, 2022 and the remaining options and the restricted stock units will vest based upon the following milestones:
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1,800,000
options when the trailing 20-day average trading price is greater than or equal to $0.228
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1,800,000
options when the trailing 20-day average trading price is greater than or equal to $0.274
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1,800,000
options when the trailing 20-day average trading price is greater than or equal to $0.328
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1,800,000
options when the trailing 20-day average trading price is greater than or equal to $0.394
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2,750,000
restricted stock units when the Company lists its Common Stock on the Nasdaq or NYSE
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The
Company intends to seek stockholder approval for the vesting and exercisability of the foregoing equity incentive plan awards
at the same special meeting to be held for the ratification of the Series C-2 issuance described in Item 1.01 of this report.
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:
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January
4, 2021
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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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