BTCS Inc. (Nasdaq: BTCS) (“BTCS” or the “Company”), a blockchain
technology-focused company, created a new series of convertible
preferred stock, designated Series V Convertible Preferred Stock
(the “Voucher”), and plans to distribute these Vouchers to each and
every shareholder of record as of a to be announced record date.
Each Voucher is intended to be convertible into one share of the
Company’s common stock listed on a security exchange that utilizes
blockchain technology, subject to certain approvals and the terms
of the Voucher’s Certificate of Designation filed with the state of
Nevada.
“We are excited to announce the creation and
potential distribution of the Voucher, which we believe will create
a pathway for every single BTCS shareholder to utilize blockchain
technology seamlessly in their daily lives on an exchange where
order books are enforced by blockchain smart contracts,” said
Charles Allen, CEO of BTCS. “Exchanges built on blockchain
technology should enable transparent public orderbooks, eliminate
failure to delivers, provide access to a global digital-first
investor base, and enable direct to investor communications,
distributions, and dividends without the friction we encountered
with the processing of our Bividend.”
Allen continued, “In order to have fair and
transparent markets which protect our retail investors, the time is
now to move away from T+2 settlement. For the integrity of our
markets and the protection of all investors, we need to embrace
blockchain technology and have real-time settlement. Taking this
step and creating a path to have every single BTCS shareholder
utilize this technology is a way BTCS can illustrate the power of
blockchain technologies we secure, and, hopefully, jump-starting
and fast-tracking the ongoing discussion initially proposed by the
SEC on February 9, 2022.”
“It’s unconscionable that since going public,
BTCS has been on the Reg SHO Threshold List 77 times; further,
between January 7 and January 19, 2022 a total of 2.16 million
shares failed to deliver, representing approximately 26% of our
public float as of December 31, 2021, raising many questions about
the efficacy of current systems,” continued Allen. “With blockchain
technology and instant settlement, intermediaries could be
eliminated, thus reducing potential share imbalances and the risks
and costs associated with traditional T+2 settlements. This move
represents our commitment to innovation and delivering superior
value to our investors.”
Some claim blockchain technology lacks real
world applications, however, security exchanges built on
blockchains such as Ethereum are strong use cases that illustrate
the potential future of capital markets. BTCS believes the time to
start transitioning is now. While BTCS highlighted this use case in
an investor presentation filed as an exhibit to an 8-K on July 7,
2015 (page 7), only now, after years of research, are we finally in
a position to make this a reality. This is a natural extension of
BTCS’s commitment to innovation and reflects the Company's belief
in both Ethereum and the potential of decentralized technologies to
bring innovation to traditional financial markets.
The Vouchers will have no voting rights, no
rights to dividends, be redeemable by the Company after one year
from issuance, and not be eligible for conversion after December
31, 2024. The record date for the distribution of the Vouchers will
be announced upon achieving greater clarity on certain
administrative processes for effecting it, which includes
successfully obtaining a DTC eligible CUSIP, among other things.
Shareholders are encouraged to consult with their financial advisor
to understand the terms of the Voucher and its potential impact on
their investment in BTCS.
*Investor
NoticeWhile the Voucher is not deemed a “sale” under the
Securities Act of 1933 and the Company does not believe it is a
“sale” under states securities laws, investors should consider the
following disclaimer:
This press release does not constitute an offer
to sell or a solicitation of an offer to buy the Voucher and no
offer, solicitation or sale of the Voucher shall be made in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. Offers,
solicitations and sales of the Voucher will be made only by means
of a prospectus supplement and the accompanying prospectus, forming
a part of an effective registration statement or under an
applicable exemption from registration. Investors should note that
the Company does not plan to list the Voucher for trading on any
exchange.
About BTCS:BTCS Inc. is a
Nasdaq listed company operating in the blockchain technology space
since 2014 and is one of the first U.S. publicly traded companies
with a primary focus on blockchain infrastructure and staking. BTCS
secures and operates validator nodes on disruptive next-generation
blockchain networks that power Web 3, earning native token rewards
by staking our proof-of-stake digital assets. “StakeSeeker” is
BTCS’ newly introduced proprietary Cryptocurrency Dashboard and
Staking-as-a-Service platform, developed to empower users to better
understand and grow their crypto holdings with innovative portfolio
analytics and a non-custodial process to earn staking rewards on
digital asset holdings. Users can easily link and monitor their
cryptocurrency portfolios across exchanges, wallets, validator
nodes, and other sources; and have access to a suite of data
analytic tools such as performance and reward tracking.
StakeSeeker’s Staking Hub allows users to earn rewards by
participating in network consensus mechanisms by staking and
delegating their cryptocurrencies to company-operated validator
nodes for a growing number of supported blockchains. As a
non-custodial validator operator, BTCS will receive a percentage of
token holders staking rewards generated as a validator node fee,
creating the potential opportunity for a highly scalable business
with limited additional costs. For more information visit:
www.btcs.com.
Forward-Looking
Statements:Certain statements in this press release,
constitute “forward-looking statements” within the meaning of the
federal securities laws including statements regarding the
potential distribution of the Vouchers including its timing, terms
and the exchange on which the common stock into which the Voucher
would be convertible will be listed for trading, as well as the
perceived and anticipated benefits to shareholders and the
financial markets in general of the Vouchers and blockchain
technology. Words such as “may,” “might,” “will,” “should,”
“believe,” “expect,” “anticipate,” “estimate,” “continue,”
“predict,” “forecast,” “project,” “plan,” “intend” or similar
expressions, or statements regarding intent, belief, or current
expectations, are forward-looking statements. While the Company
believes these forward-looking statements are reasonable, undue
reliance should not be placed on any such forward-looking
statements, which are based on information available to us on the
date of this release. These forward-looking statements are based
upon current estimates and assumptions and are subject to various
risks and uncertainties, including without limitation, the
possibility that the Company does not proceed with the Voucher
distribution due to administrative, regulatory or other challenges,
including failure to obtain a DTC eligible CUSIP number, the
Company’s broad discretion with respect to the Vouchers, possible
trading volatility, pricing discrepancies or other negative
characteristics of the exchange selected for trading of the common
stock into which the Voucher would be convertible, dilution for
Voucher holders who do not make a conversion election before the
Voucher is redeemed, future regulatory issues, market or economic
downturns or other adverse developments with respect to our
business and the digital assets on which it depends, as well as
risks set forth in the Company’s filings with the Securities and
Exchange Commission including its Form 10-K for the year ended
December 31, 2021. Thus, actual results could be materially
different. The Company expressly disclaims any obligation to update
or alter statements, whether as a result of new information, future
events or otherwise, except as required by law.
Investor Relations:ir@btcs.com
Public Relations: Mercy Chikowore m.chikowore@btcs.com
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