Current Report Filing (8-k)
December 03 2019 - 2:12PM
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): November 27, 2019
BTCS INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
000-55141
|
|
90-1096644
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission
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
3.03 Material Modification to Rights of Security Holders.
See
Item 5.03 which is incorporated by reference herein.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
November 27, 2019, BTCS, Inc. (the “Company”) filed a Certificate of Amendment to the Certificate of Designation of
Preferences, Rights and Limitations of the Series C-1 (the “Series C-1 COD”) with the Nevada Secretary of State. Pursuant
to the Certificate of Amendment to the Series C-1 COD, the Series C-1 are convertible into shares of the Company’s common
stock at a conversion ratio of 1:15 for conversions effected before November 29, 2019 and 1:6.666 for conversions effected after
November 29, 2019. No Series C-1 holders elected to converted prior to such date and therefore the conversion ratio reverts back
to 1:6.666.
Item
9.01 Financial Statements and Exhibits.
SIGNATURE
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.
|
BTCS
INC.
|
|
|
|
Date:
December 3, 2019
|
By:
|
/s/
Charles W. Allen
|
|
Name:
|
Charles W. Allen
|