Current Report Filing (8-k)
December 09 2022 - 5:16PM
Edgar (US Regulatory)
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2022-12-09
2022-12-09
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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): December 9, 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
December 9, 2002, upon recommendation of the Compensation Committee of the Board of Directors (the “Board”) of BTCS Inc.
(the “Company”) approved the following actions (or determinations) which are described below. These actions were approved
effective January 1, 2023.
|
● |
a
4.5% inflationary increase in annual base salary for both Manish Paranjape, the Company’s Chief Technology Officer, and Michael
Prevoznik, the Company’s Chief Financial Officer for the calendar year ending 2023. |
|
|
|
|
● |
approved
an annual performance payout in the aggregate amount of $278,498, to be paid stock and cash in the closing price of the Company’s
common stock on the effective date. Mr. Allen the Company’s CEO will not be eligible to receive any portion of his payout in
cash. |
Executive
Officer | |
Total | | |
Maximum
Cash Payment | |
Charles
Allen (CEO) | |
$ | 104,987 | | |
$ | 0 | |
Michal
Handerhan (COO) | |
$ | 82,500 | | |
$ | 10,000 | |
Michael
Prevoznik (CFO) | |
$ | 45,000 | | |
$ | 10,000 | |
Manish
Paranjape (CTO) | |
$ | 46,011 | | |
$ | 10,000 | |
Total | |
$ | 278,498 | * | |
$ | 30,000 | |
*
To be paid out in the Company’s common stock, except for any portion paid in cash subject to the limits set forth herein.
|
● |
amending
the unvested RSUs which are subject to monthly time-based vesting such that the time-based vesting conditions will be replaced with
calendar year annual vesting, including any pro-rata adjustment which may be required to move from an annual basis to a calendar
year annual basis. The Company estimates a savings of up to $25,000 per executive in issuance and administrative costs associated
with its performance of these RSUs. |
|
|
|
|
● |
granting
to each of Mr. Prevoznik and Mr. Paranjape 25,000 RSUs which vest annually over a five-year period with the first vesting date being
on the one-year anniversary of the execution date of the effective grant date, subject to continued employment on each applicable
vesting date. |
|
|
|
|
● |
amending
the January 2, 2022, Long Term Incentive performance-based RSUs for Charles Allen, the Company’s Chief Executive Officer,
Michal Handerhan, the Company’s Chief Operating Officer, Michael Prevoznik, the Company’s Chief Financial Officer and
Manish Paranjape, the Company’s Chief Operating Officer, whereby the market capitalization targets were lowered to the following: |
| |
Market
Cap Threshold ($ millions) | |
Current
RSU Vesting Schedule | |
$ | 100 | | |
$ | 150 | | |
$ | 200 | | |
$ | 400 | |
Revised
RSU Vesting Schedule | |
$ | 50 | | |
$ | 100 | | |
$ | 150 | | |
$ | 300 | |
Investors
are encouraged to review the Company’s Form 8-K Filed Statement filed on January 4, 2022.
Item
7.01 Regulation FD
As
of the filing date of this report, the Company’s anticipated revenue for the quarter ending December 31st, 2022 is approximately
$187,000. The Company is on track to complete its beta version of its Staking-as-a-Service platform prior to year-end, and subject to
market conditions and other factors anticipates opening it for invitation-only beta testing in early 2023. The platform will be branded
StakeSeeker and located at stakeseeker.com.
As
disclosed in a press release released on October 18, 2022 the Company is reviewing the potential to tokenization and dual listing its
securities on Upstream’s platform. The Board has not approved any such listing or the issuance of any new securities, however,
the Company is researching distributing securities to its existing holders, listing existing securities, and conducting an offering of
newly issued securities. Based on the current analysis the Company believes a distribution of newly issued securities to existing shareholders
is the preferred option. The Company can provide, no assurances or guarantees that any such dual listing or distribution will occur.
The
Company confirms it had no direct exposure to FTX and less than 1% of its Digital Assets are held on exchanges, which limits its counterparty
risk. The Company’s priority remains focused on non-custodial staking where users control and maintain their own private keys.
The Company does, however, have indirect exposure to FTX in the form of a decline in the fair market value of its digital asset holdings.
The
disclosure in Item 7.01 is being made out of an abundance of caution to allow certain of our executives to implement 10b5-1 trading plans.
The
information in Item 7.01 of this report, is furnished pursuant to Item 7.01 of Form 8-K and 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 in Item 7.01 of this report, shall not be deemed to be
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
Exhibit
No. |
|
Description |
|
|
|
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:
December 9, 2022 |
By: |
/s/
Charles W. Allen |
|
|
Name:
|
Charles
W. Allen |
|
|
Title: |
Chief
Executive Officer |
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