Post-effective Amendment to Registration Statement (pos Am)
May 16 2019 - 5:22PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on May 16, 2019
Registration
No. 333-219893
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST EFFECTIVE AMENDMENT ON
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
AMENDMENT NO. 9
BTCS
Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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7372
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90-1096644
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(State
or Other Jurisdiction of
Incorporation or Organization)
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(Primary
Standard Industrial
Classification Code Number)
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(I.R.S.
Employer
Identification Number)
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9466
Georgia Avenue #124
Silver
Spring, Maryland 20901
(202)
430-6576
(Address,
including zip code, and telephone number including
area code, of Registrant’s principal executive offices)
Charles
W. Allen
Chief
Executive Officer of BTCS Inc.
9466
Georgia Avenue #124
Silver
Spring, Maryland 20901
(202)
430-6576
(Name,
address, including zip code, and telephone number
including area code, of agent for service)
With
copies to:
Michael
D. Harris Esq.
Nason,
Yeager, Gerson, Harris & Fumero, P.A.
3001
PGA Blvd., Suite 305
Palm
Beach Gardens, FL 33410
(561)
471-3507
Approximate
date of commencement of proposed sale to the public:
Not
applicable
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. [ ]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the
same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [X]
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Smaller
reporting company [X]
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Emerging
growth company [ ]
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If
an emerging growth company, indicate by checkmark if the registrant has not elected to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
[ ]
DEREGISTRATION
OF SECURITIES
This
Post-Effective Amendment No. 9 (this “Post-Effective Amendment”) relates to the Registration Statement on Form
S-1 (Registration No. 333-219893) (the “Registration Statement”) of BTCS, Inc. (the “Company”), originally
filed with the Securities and Exchange Commission (the “SEC”) on August 10, 2017 and declared effective by the SEC
on November 5, 2018. The Registration Statement registered approximately 2,264,654 shares of common stock (post one-for-30
reverse stock split). As of the date of this filing, 1,300,907 of the shares of common stock remain unsold and are being
removed from registration.
In
accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means
of a post-effective amendment, the shares of common stock, which remain unsold at the termination of the offering, the Company
hereby removes from registration all of the shares registered under the Registration Statement which remain unsold as of the date
hereof.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-1 and has duly caused this Post-Effective Amendment to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in Wayne, Pennsylvania, on May 16, 2019.
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BTCS,
INC.
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By:
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/s/
Charles Allen
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Charles
Allen
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Chief
Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)
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No
other person is required to sign this Post-Effective Amendment No. 9 to the Registration Statement in reliance upon Rule
478 under the Securities Act of 1933, as amended.