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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): October 1, 2022

 

BTCS INC.

(Exact name of registrant as specified in its charter)

 

Nevada   001-40792   90-1096644

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

9466 Georgia Avenue #124, Silver Spring, MD 20910

(Address of Principal Executive Offices, and Zip Code)

 

(202) 987-8368

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:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value   BTCS  

The Nasdaq Stock Market

(The Nasdaq Capital Market)

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On October 1, 2022, the Board of Directors (the “Board”) of BTCS Inc. (the “Company”) appointed Melanie Pump as a member of the Board. There is no arrangement or understanding between Ms. Pump, and any other persons pursuant to which Ms. Pump was selected as a director. Ms. Pump was also appointed as the Chairperson of the Audit and Compensation Committees. Since the beginning of fiscal 2020 through the date hereof, there have been no transactions with the Company, and there are currently no proposed transactions with the Company in which Ms. Pump had or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.

 

As compensation for her service as a director and Chairperson of the Committees, Ms. Pump will receive: (i) annual cash compensation of $25,000 and $5,000 for each Committee ($10,000 in total), and (ii) 7,962 restricted stock units which will vest on December 31, 2022.

 

Item 7.01 Regulation FD Disclosure.

 

On October 3, 2022, the Company issued a press release announcing the appointment of Melanie Pump to the Board.

 

A copy of the press release is furnished as Exhibit 99.1 to this report. The information contained in the press release attached as Exhibit 99.1 to this report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information contained in the press release attached as Exhibit 99.1 to this report shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act of 1933.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.   Description
     
99.1   BTCS Inc. Press Release
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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: October 3, 2022 By: /s/ Charles W. Allen
    Name: Charles W. Allen
    Title: Chief Executive Officer

 

 

 

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