Washington, D.C. 20549










Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): November 7, 2019



(Exact name of registrant as specified in its charter)


Nevada   000-55141   90-1096644
(State or Other Jurisdiction
of Incorporation)
File Number)
  (I.R.S. Employer
Identification No.)


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:


[  ] 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 CFR 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))


Securities registered pursuant to Section 12(b) of the Act: None


Title of each class   Trading Symbol(s)   Name of each exchange on which registered


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 November 7, 2019, BTCS Inc. (the “Company”) issued Cavalry Fund I LP (the “Fund”) a $200,000 promissory note (the “Promissory Note”). The Promissory Note is due on August 7, 2020 and 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 $0.02 per share, (ii) shall bear interest at 12% per annum (payable at maturity) and in the event of default bears interest at a rate of 20%, (iii) convertible at the Company’s option subject to certain limitations as set forth in the Promissory Note, and (iv) may be prepaid by the Company.


The Company also entered into a letter agreement with the Fund (the “Side Letter”), whereby the Fund was provided a 9 month participation right in future financings.


The issuance of the Promissory Note 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 securities for investment and not with a view to distribution.


The foregoing description of the Promissory Note and Side Letter, do not purport to be complete and are qualified in their entirety by reference to the provisions of such agreements, which are filed as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K.


Item 3.02 Unregistered Sales of Equity Securities.


See Items 2.03 which is incorporated by reference herein.


Item 9.01 Financial Statements and Exhibits.


4.1   Convertible Note dated as of November 7, 2019
10.1   Side Letter






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.


Date: November 7, 2019 By: /s/ Charles W. Allen
  Name: Charles W. Allen
  Title: Chief Executive Officer




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