Current Report Filing (8-k)
December 07 2017 - 5:03PM
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 6, 2017
BTCS
Inc.
(Exact
Name of Registrant as Specified in 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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(IRS
Employer
Identification
No.)
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9466
Georgia Avenue #124
Silver
Spring, MD
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20901
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(Address
of principal executive offices)
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(Zip
Code)
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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:
[ ]
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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 DFR 240.14a-12)
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[ ]
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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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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.
On
December 7, 2017, BTCS Inc. (the “Company”) entered into an Amendment to Securities Agreement (the “Agreement”)
with the holders of a majority (the “Majority Holders”) of the Company’s outstanding Convertible Preferred Stock
Series C-1 (the “Series C-1”) amending the terms of the Company’s May 2017 Securities Purchase Agreement (the
“May SPA”), the Company’s October 2017 Securities Purchase Agreement (the “October SPA”), the Certificate
of Designations, Preferences, and Rights of the Series C-1 Convertible Preferred Stock (the “Series C-1 COD”), and
the terms of the Series A Warrants, Additional Warrants, Bonus Warrants, and Series B Warrants (collectively the Series A Warrants,
Additional Warrants, Bonus Warrants, and Series B Warrants are referred to as the “Warrants”) issued by the Company
were each amended as disclosed below.
The
terms and conditions of both the May SPA and the October SPA (collectively the “SPAs”) were modified to eliminate
all investor protective terms and covenants of the SPAs. However, the representations and warranties made in the SPAs by the Company
to the Majority Holders and the indemnification provisions of the SPAs were not modified.
The
terms of the Series C-1 COD will be replaced in their entirety with an Amended Certificate of Designations (the “New Series
C-1 COD”). The New Series C-1 COD contains a 4.99% beneficial ownership limitation and may, from time to time, convert into
fully paid and non-assessable shares of common stock in an amount equal to two hundred (200) shares of common stock for each one
(1) share of preferred surrendered. The New Series C-1 COD does not contain any investors protections and is materially similar
to common stock.
The
Company agreed to issue, on a pro-rata basis to the subscribers of the October SPA a total of 4,400,000 shares of common stock
of the Company. The Company agreed to register the common stock issuable upon conversion of the Series C-1 under certain circumstances.
The
Warrants will be amended and reissued to reflect the removal of certain investor favorable covenants from the Warrants and the
elimination of the investor protective provisions. Additionally, the number of reserve shares of the Company’s common stock
required to be reserved by the SPAs will be reduced to the number of shares of common stock issuable on the exercise of all of
the Warrants and the Series C-1.
The
foregoing does not purport to be a complete description of the terms of the Agreement and is qualified in its entirety by the
full text of the Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.7 and is incorporated herein by
reference. Readers should review this agreement for a complete understanding of the terms and conditions associated with the transaction.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
December 6, 2017, the Company filed a Certificate of Withdrawal with the Secretary of State of the State of Nevada. The Certificate
of Withdrawal, which was effective upon filing, eliminated from the Articles of Incorporation of the Company all matters set forth
in the Company’s Certificate of Designation with respect to the Company’s Series C Convertible Preferred Stock that
had been previously filed with the Secretary of State of the State of Nevada on May 23, 2017. No shares of the Series C Convertible
Preferred Stock were issued or outstanding at the time of the filing of the Certificate of Withdrawal, and none will be issued.
A copy of the Certificate of Withdrawal is filed as Exhibit 3.3 to this report and is incorporated into this Item by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
*Certain
schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A
copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon
request.
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.
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BTCS
INC.
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Dated:
December 7, 2017
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By:
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/s/
Charles W. Allen
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Charles
W. Allen
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Chief
Executive Officer
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