BTCS Announces Key Dates and Additional Information Regarding its Series V Distribution
February 02 2023 - 8:30AM
BTCS Inc. (Nasdaq: BTCS) (“BTCS” or the “Company”), a blockchain
technology-focused company, is announcing key dates and releasing
the following information for shareholders relating to the recently
announced distribution of its newly created Series V Convertible
Preferred stock (“Voucher” or “Series V”).
“I am pleased to announce that the special
committee created by BTCS’s board has set the Series V record and
payment dates,” said BTCS CEO Charles Allen. “We believe the
Voucher represents an important step toward protecting our
investors. 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.”
Each Voucher, once moved to our transfer agent,
is intended to be convertible directly into one share of common
stock listed on a security exchange that utilizes blockchain
technology. We have applied and are working through the application
process to have our shares listed on Upstream.
BTCS believes 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.
Distribution: Entitled common
stockholder will receive Series V shares on a 1:1
basisRecord Date: March 27, 2023Payment
Date: April 14, 2023Ex-Date: Will be set
by NASDAQ once DTC eligibility is confirmedTransfer
Agent: Equity Stock Transfer
Series V DescriptionThe Series
V has no voting rights, no rights to dividends, is redeemable by
the Company after one year from issuance, and is not eligible for
conversion after December 31, 2024.
The foregoing information is a summary of the
Series V and related disclosures, is not complete, and is qualified
in its entirety by reference to the full text of the Series V
Certificate of Designation (“COD”) and risk factors included on a
Form 8-K filed with the Securities and Exchange Commission on
January 31, 2023. Readers should review the Series V and related
risk factors for a complete understanding of the terms and
conditions associated with the potential distribution. Further, the
distribution is contingent on the Company 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 and the Form 8-K on January 31, 2023. 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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