Current Report Filing (8-k)
October 24 2017 - 5:06PM
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): October 24, 2017
BTCS
Inc.
(Exact
Name of Registrant as Specified in Charter)
Nevada
|
|
000-55141
|
|
90-1096644
|
(State
or other jurisdiction
of incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
9466
Georgia Avenue #124
Silver
Spring, MD
|
|
20901
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(202) 430-6576
(Former
name or former address, if changed since last report)
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 DFR 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))
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by checkmark 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.
As
previously disclosed on a Form 8-K filed on October 10, 2017, BTCS Inc. (the “Company”) entered into a Securities
Purchase Agreement with four investors who committed $750,000 in cash and $250,000 in bitcoin in exchange for a new class of Series
C-1 Convertible Preferred Stock (the “Series C-1”) and Series B Warrants exercisable at $0.135 per share (the “October
Financing”). On October 24, 2017, upon filing its Form 10-Q for the six months ended June 30, 2017, the $650,000 in cash
held in escrow was released to the Company and the Escrow Agent delivered the balance of the Series C-1 shares and Series B Warrants
to the four investors who initially invested in the October Financing. In connection with the escrow release, the Company’s
obligation to return $250,000 in bitcoin was extinguished. The Company received an additional investment of $100,000 in the October
Financing from a new investor who acquired shares of Series C-1 and Series B Warrants, such that a total of $750,000 in cash held
in escrow was released to the Company.
The
Series C-1 is initially convertible into shares of the Company’s common stock at an effective price $0.085 per share. Both
the Series C-1 and Series B Warrants are subject to adjustment in the event of future sales of the Company’s equity securities
or common stock equivalents at a lower price, subject to elimination of the price protection on the Exchange Date (which is defined
and described below). The investors are three institutional investors who were also investors in the Company’s May 2017
Series C Convertible Preferred Stock (the “Series C”) financing (the “May Financing”) and the Australian
entity which the Company previously announced that it had entered into a non-binding letter of intent to merge with (the “Proposed
Merger”); this investor made its $250,000 investment in bitcoin (59.381 BTC). The offering is continuing up to a maximum
of $1,500,000 in cash, bitcoin and/or ethereum.
Pursuant
to a letter agreement entered into by Company and the investors (the “Side Letter”), which provided for various waivers
of certain investor protection provisions within the May Financing and the October Financing in order to permit the Proposed Merger
to occur, the Series C and Series C-1 shall each be exchanged for Series B Convertible Preferred Stock 91 Days following the closing
of the Proposed Merger (the “Exchange Date”). The Series B is similar to the outstanding common stock, except for
its containing a standard 4.99% beneficial ownership blocker. All of the provisions of the October Financing Securities Purchase
Agreement expire except for the representations and warranties and indemnification provisions. All of the provisions of the October
Financing Securities Purchase Agreement expire except for the representations and warranties and indemnification provisions.
The
following table details the total number of shares of the Company’s common stock potentially issuable as a result of the
October Financing.
Common Stock Underlying:
|
|
First Closing of
$100,000
|
|
|
Second Closing of
$1,000,000
|
|
|
Additional investment
of up to $400,000
|
|
Series C-1
|
|
|
1,176,600
|
|
|
|
11,765,280
|
|
|
|
4,705,920
|
|
Series B Warrants
|
|
|
1,176,600
|
|
|
|
11,765,820
|
|
|
|
4,705,920
|
|
Total
|
|
|
2,353,200
|
|
|
|
23,530,560
|
|
|
|
9,411,840
|
|
For
further information, investors should review the Company’s Form 8-K filed on October 10, 2017 and the Series C-1 Certificate
of Designation, the form of Series B Warrants, the form of Series C-1 Securities Purchase Agreement, and the Side Letter, which
are incorporated by reference as Exhibits 3.1, 10.1, 10.2, and 10.3 herein and were filed with the Form 8-K filed on October 10,
2017.
Item
3.02 Unregistered Sales of Equity Securities.
The
issuance of the Series C-1 shares and the Series B Warrants 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 institutional investors previously invested in
securities of the Company, the Australian investor has entered into a non-binding term sheet with respect to the Proposed Merger,
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. Each investor represented that it is an accredited
investor and purchased the securities for investment and not with a view to distribution.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
|
BTCS
INC.
|
|
|
Dated:
October 24, 2017
|
By:
|
/s/
Charles W. Allen
|
|
|
Charles
W. Allen
|
|
|
Chief
Executive Officer
|