Item
1.01. Entry into a Material Definitive Agreement.
On
March 2, 2021, BTCS Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)
with institutional investors (the “Purchasers”), pursuant to which the Company agreed to sell and issue, in a registered
direct offering, 9,500,000 shares of the Company’s common stock, par value $0.001 (the “Common Stock”) at a
purchase price per share of $1.00 and immediately exercisable five-year warrants to purchase 7,125,000 shares of common stock
at an exercise price of $1.15 per share (the “Warrants” and together with the Common Stock, the “Securities”).
The gross proceeds from the offering are expected to be approximately $9.5 million, before deducting fees payable to the placement
agent and other estimated offering expenses payable by the Company. The offering is expected to close on or about March 4, 2021,
subject to the satisfaction or waiver of customary closing conditions.
The
Purchase Agreement contains representations, warranties, indemnification and other provisions customary for transactions of this
nature. Pursuant to the Purchase Agreement, subject to limited exceptions, each of the Company and its officers and directors
agreed not to, and not to publicly disclose the intention to, sell or otherwise dispose of, any shares of Common Stock or any
securities convertible into, or exchangeable or exercisable for, Common Stock, for a period ending 60 days after the date of the
prospectus supplement for this offering.
The
Company also entered into a placement agent agreement (the “PA Agreement”) with A.G.P./Alliance Global Partners (“AGP”),
pursuant to which AGP agreed to serve as the exclusive placement agent for the Company in connection with the offering. The Company
agreed to pay AGP a cash placement fee equal to 7.0% of the aggregate gross proceeds raised in the offering (reduced to 3.5% for
certain investors), and to reimburse the placement agent for its legal fees and other accountable expenses in the amount of $40,000.
The
Securities in the registered direct offering were issued pursuant to a prospectus supplement dated as of March 2, 2021 which was
filed with the Securities and Exchange Commission (the “SEC”), in connection with a takedown from the Company’s
shelf registration statement on Form S-3 (File No. 333-252509), filed with the SEC on January 29, 2021, which became effective
on February 16, 2021. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation to buy nor shall
there be any sale of the shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or jurisdiction.
The
foregoing descriptions of the Purchase Agreement, the Warrants and the PA Agreement do not purport to be complete and are qualified
in their entireties by reference to the full text of such documents, copies of which are filed as exhibits to this Current Report
on Form 8-K and are incorporated herein by reference.
A
copy of the opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A. relating to the validity of the shares of Securities issued
in the offering is attached as Exhibit 5.1 hereto. The PA Agreement and the opinion filed herewith are incorporated by reference
into the above referenced Registration Statement on Form S-3.