UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report: July 31, 2015

Date of Earliest Event Reported: July 24, 2015

 

BTCS Inc.

(Exact Name of Registrant as Specified in Charter)

 

Nevada   000-55141   90-1096644

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1901 N Moore St, Suite 700

Arlington, VA

  22209
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (248) 764-1084

 

Bitcoin Shop, Inc.

(Former name or former address, if changed since last report)

 

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 DFR 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))

 

 

 

 
     

 

Explanatory Note

 

On July 28, 2015, BTCS Inc., formerly Bitcoin Shop, Inc. , a Nevada corporation (the “Company”), filed a Current Report on Form 8-K (“Original Form 8-K”) disclosing the Name Change (as defined therein and below) pursuant to the Merger (as defined therein and below). The Company is filing this Current Report on Form 8-K/A to amend and replace Exhibit 3.1 and 3.2, and to provide an update on the Company’s Issuer Company-Related Action Notification Form filed with FINRA, as described in the Original Form 8-K. This Current Report on Form 8-K/A should be read in conjunction with the Original Form 8-K.

 

ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On July 24, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the Company merged with its wholly owned subsidiary (the “Merger Sub” and the merger transaction, the “Merger”). Upon the consummation of the Merger, the separate existence of the Merger Sub ceased.

 

As permitted by Chapter 92A.180 of Nevada Revised Statutes, the sole purpose of the Merger was to effect a change of the Company’s name from Bitcoin Shop, Inc. to BTCS Inc. Upon the filing of Articles of Merger (the “Articles of Merger”) with the Secretary of State of Nevada on July 24, 2015 to effect the Merger, the Company’s Articles of Incorporation were deemed amended to reflect the change in the Company’s corporate name (the “Name Change”).

 

In connection with the above, the Company filed an Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority (“FINRA”). On Monday, August 3, 2015, the Company’s common stock will begin trading on the OTC Markets under the new name and with a new CUSIP (05581M 107), but it will retain the current stock symbol “BTCS.”

 

The foregoing information is a summary of each of the matters described above, is not complete, and is qualified in its entirety by reference to the full text of the Articles of Merger attached as Exhibit 3.1 hereto and the Merger Agreement attached as Exhibit 3.2 hereto . Readers should review those exhibits for a complete understanding of the terms and conditions associated with this matter.

 

ITEM 7.01 Regulation FD Disclosure.

 

On July 31, 2015, the Company released a press release announcing the Name Change, the text of which is attached hereto as Exhibit 99.1, and which is incorporated herein by reference.

 

The information disclosed under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits. The following exhibits are filed with this Report:

 

Exhibit Number   Description
     
3.1   Articles of Merger
     
3.2   Agreement and Plan of Merger
     
99.1*   Press Release

 

* Previously furnished.

 

 
     

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  BITCOIN SHOP INC.
     
Dated: July 31, 2015 By: /s/ Charles W. Allen
    Charles W. Allen
    Chief Executive Officer

 

 
     

 
     

 
     

 

 
     

 

 

 
     

 

 

 

 
     

 

 

 
     

 

 

 
     

 

AGREEMENT AND PLAN OF MERGER

 

THIS AGREEMENT, dated as of July 22, 2015.

 

BETWEEN:

 

Bitcoin Shop, Inc. , a Nevada corporation, having its office 1901 N Moore St, Suite 700 Arlington, VA 22209 (“ Bitcoin ”)

 

AND:

 

Bitcoin Shop Merger Sub, Inc. , a Nevada corporation, having its office at 295 Highway 50, Suite 2, Lake Village Professional Building, Stateline, NV 89449 (“ Merger Sub ”)

 

WHEREAS:

 

A. Merger Sub is the wholly-owned subsidiary of Bitcoin;

 

B. The board of directors of Merger Sub and Bitcoin deem it advisable and in the best interests of their respective companies and shareholders that Merger Sub be merged with and into Bitcoin, with Bitcoin remaining as the surviving corporation under the name “BTCS Inc.”;

 

C. The board of directors of Merger Sub have approved the plan of merger embodied in this Agreement; and

 

D. The board of directors of Bitcoin have approved the plan of merger embodied in this Agreement.

 

THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto do hereby agree to merge on the terms and conditions herein provided, as follows:

 

1. the merger

 

1.1 The Merger

 

Upon the terms and subject to the conditions hereof, on the Effective Date (as hereinafter defined), Merger Sub shall be merged with and into Bitcoin in accordance with the applicable laws of the State of Nevada (the “ Merger ”). The separate existence of Merger Sub shall cease, and Bitcoin shall be the surviving corporation under the name “BTCS Inc.” (the “ Surviving Corporation ”) and shall be governed by the laws of the State of Nevada.

 

1.2 Effective Date

 

The Merger shall become effective on July 22, 2015 or such later date and time (the “ Effective Date ”) that:

 

(a) the Articles of Merger, in substantially the form annexed hereto as Appendix A , that the parties hereto intend to deliver to the Secretary of State of the State of Nevada, are accepted and declared effective by the Secretary of State of the State of Nevada; and

 

(b) after satisfaction of the requirements of the laws of the State of Nevada.

 

1.3 Articles of Incorporation

 

On the Effective Date, the Articles of Incorporation of Bitcoin, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation except that Article 1 of the Articles of Incorporation of Bitcoin, as the Surviving Corporation, shall be amended to state that the name of the corporation is “BTCS Inc.”

 

 
     

 

1.4 Bylaws

 

On the Effective Date, the Bylaws of Bitcoin, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the bylaws of the Surviving Corporation.

 

1.5 Directors and Officers

 

The directors and officers of Bitcoin immediately prior to the Effective Date shall be the directors and officers of the Surviving Corporation, until their successors shall have been duly elected and qualified or until otherwise provided by law, the Articles of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation.

 

2. conversion of shares

 

2.1 Common Stock of Bitcoin

 

Upon the Effective Date, by virtue of the Merger and without any action on the part of any holder thereof, each share of common stock of Bitcoin, par value of $0.001 per share, issued and outstanding immediately prior to the Effective Date shall be changed and converted into one fully paid and non-assessable share of the common stock of the Surviving Corporation, par value of $0.001 per share (the “ Survivor Stock ”).

 

2.2 Common Stock of Merger Sub

 

Upon the Effective Date, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock of Merger Sub, par value of $0.001 per share, issued and outstanding immediately prior to the Effective Date shall be cancelled.

 

2.3 Exchange of Certificates

 

Each person who becomes entitled to receive any Survivor Stock by virtue of the Merger shall be entitled to receive from the Surviving Corporation a certificate or certificates representing the number of Survivor Stock to which such person is entitled as provided herein.

 

3. effect of the merger

 

3.1 Rights, Privileges, etc.

 

On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of Merger Sub and Bitcoin; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of Merger Sub and Bitcoin on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed, title to any real estate, or any interest therein vested in Merger Sub or Bitcoin, shall not revert or in any way be impaired by reason of this merger; and all of the rights of creditors of Merger Sub and Bitcoin shall be preserved unimpaired, and all liens upon the property of Merger Sub or Bitcoin shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it.

 

3.2 Further Assurances

 

From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Merger Sub such deeds and other instruments, and there shall be taken or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Merger Sub and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of Merger Sub or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.

 

 
     

 

4. GENERAL

 

4.1 Abandonment

 

Notwithstanding any approval of the Merger or this Agreement by the shareholders of Merger Sub or Bitcoin or both, this Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by mutual written agreement of Merger Sub and Bitcoin.

 

4.2 Amendment

 

At any time prior to the Effective Date, this Agreement may be amended or modified in writing by the board of directors of both Merger Sub and Bitcoin.

 

4.3 Governing Law

 

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada.

 

4.4 Counterparts

 

In order to facilitate the filing and recording of this Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original.

 

4.5 Electronic Means

 

Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereof.

 

 
     

 

IN WITNESS WHEREOF , the parties hereto have entered into and signed this Agreement as of the date set forth above.

 

Bitcoin Shop, Inc.

 

Per: /s/ Charles Allen  
  Authorized Signatory  

 

Bitcoin Shop Merger Sub, Inc .

 

Per: /s/ Charles Allen  
  Authorized Signatory