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 18, 2018
BTCS
Inc.
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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000-55141
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90-1096644
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(State
or other jurisdiction
of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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9466
Georgia Avenue #124
Silver
Spring, MD
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20901
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(202) 430-6576
(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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by checkmark 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
1.01 Entry into a Material Definitive Agreement.
On
December 18, 2018, BTCS Inc. (the “Company”) issued a $200,000 promissory note to one institutional investor (the
“Promissory Note”). The Promissory Note is due on September 18, 2019 and bears interest at a rate of 12%. In the event
of default the Promissory Note bears interest at a rate of 20%. Pursuant to a letter agreement entered into by the Company
and the investor (the “Side Letter”), the investor was provided a 6 month right of first refusal on future financings.
The
issuance of the Promissory Note is exempt from the registration requirements of the Securities Act of 1933 pursuant to Section
4(a)(2) and Rule 506(b) of Regulation D thereof. The institutional investor previously invested in securities of the Company;
the Company did not engage in general solicitation or advertising with regard to the issuance and sale of the securities and has
not offered securities to the public in connection with such issuance and sale. The investor represented that it is an accredited
investor and purchased the securities for investment and not with a view to distribution.
The
foregoing description of the Promissory Note and Side Letter, do not purport to be complete and are qualified in their entirety
by reference to the provisions of such agreements, the forms of which is filed as Exhibit 10.1 and 10.2 to this Current
Report on Form 8-K.
Item
3.02 Unregistered Sales of Equity Securities.
See
Items 1.01 which is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
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.
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BTCS
INC.
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Dated:
December 19, 2018
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By:
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/s/
Charles W. Allen
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Charles
W. Allen
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Chief
Executive Officer
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PROMISSORY
NOTE
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$200,000
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December
18, 2018
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FOR
VALUE RECEIVED, and intending to be legally bound, BTCS Inc. (the “
Maker
”) located at 9466 Georgia Avenue #124,
Silver Spring, MD 20901, hereby unconditionally and irrevocably promises to pay to the order of [●] with an address at [●]
(the “
Payee
”), in lawful money of the United States of America, the sum of two hundred thousand dollars ($200,000)
on or before September 18, 2019 (the “
Maturity Date
”).
Interest
shall accrue on the outstanding principal balance of this Promissory Note on the basis of a 365-day year from the date hereof
until paid in full at the rate of twelve percent (12%) per annum, and shall be due and payable at the Maturity Date, or the prepayment
date, if any, whichever is earlier. This Promissory Note may be prepaid, at the option of the Maker, without premium or penalty,
in whole or in part at any time or from time to time prior to the Maturity Date.
For
purposes of this Promissory Note, an “Event of Default” shall occur if the Maker shall: (i) fail to pay the entire
principal, interest, and any other amount owed in connection with this Promissory Note when due and payable, (ii) admit in writing
its inability to pay any of its monetary obligations under this Promissory Note, (iii) make a general assignment of its assets
for the benefit of creditors, or (iv) allow any proceeding to be instituted by or against it seeking relief from or by creditors,
including, without limitation, any bankruptcy proceedings. In an Event of Default, the rate of interest shall increase to 20%
per annum until the Event of Default is cured or the entire principal, interest, and all other amounts due have been paid.
In
the event that an Event of Default has occurred, the Payee or any other holder of this Promissory Note may, by notice to the Maker,
declare this entire Promissory Note to be forthwith immediately due and payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by the Maker. In the event that an Event of Default consisting of
a voluntary or involuntary bankruptcy filing has occurred, then this entire Promissory Note shall automatically become due and
payable without any notice or other action by Payee.
The
nonexercise or delay by the Payee or any other holder of this Promissory Note of any of its rights hereunder in any particular
instance shall not constitute a waiver thereof in that or any subsequent instance. No waiver of any right shall be effective unless
in writing signed by the Payee, and no waiver on one or more occasions shall be conclusive as a bar to or waiver of any right
on any other occasion.
Should
any part of the indebtedness evidenced hereby be collected by law or through an attorney-at-law, the Payee or any other holder
of this Promissory Note shall, if permitted by applicable law, be entitled to collect from the Maker all reasonable costs of collection,
including, without limitation, attorneys’ fees.
All
notices and other communications must be in writing to the address of the party set forth in the first paragraph hereof and shall
be deemed to have been received when delivered personally (which shall include via an overnight courier service) or, if mailed,
three (3) business days after having been mailed by registered or certified mail, return receipt requested, postage prepaid. The
parties may designate by notice to each other any new address for the purpose of this Promissory Note.
Maker
hereby forever waives presentment, demand, presentment for payment, protest, notice of protest, and notice of dishonor of this
Promissory Note and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of
this Promissory Note.
This
Promissory Note shall be binding upon the successors and assigns of the Maker, and shall be binding upon, and inure to the benefit
of, the successors and assigns of the Payee.
This
Promissory Note shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal
laws of the State of New York, without regard to the conflict of laws principles thereof.
IN
WITNESS WHEREOF, the undersigned Maker has executed this Promissory Note as of December 18, 2018.
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BTCS
INC. (the Maker):
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By:
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Name:
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Charles
Allen
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Its:
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CEO
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December
18, 2018
BTCS
Inc. (the “
Company
”)
Dear
Tom,
As
consideration for leading the Company’s non-convertible note financing the Company is offering you the option to enter into
this letter agreement (the “
Agreement
”) whereby on acceptance the Company hereby grants you a right of first
refusal (the “
ROFR
”) for six months following the date hereof. The ROFR will entitle you to invest up to one
hundred percent (100%) of the amount of any financing whether consisting of an offering of debt, securities, or some other form
of structured financing, including, without limitation, an equity line of credit in the Company. For the avoidance of doubt, the
ROFR being provided for hereunder shall exclude an underwritten public offering, a Strategic Investment, and any offerings or
issuances where only officers and directors of the Company participate. For purposes of this ROFR, a “Strategic Investment”
shall be defined as securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested
directors of the Company, but any such shall not include a transaction in which the Company is issuing securities primarily for
the purpose of raising capital or offering such securities to an entity whose primary business is investing in securities.
If
you choose to accept the terms of this Agreement, please indicate your acceptance by signing below and return a copy to Charles
Allen.
Sincerely,
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BTCS
INC.
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By:
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Name:
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Charles
Allen
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Title:
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Chief
Executive Officer
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We
Agree to and Accept this Letter Agreement:
[●]
____________________
We
hereby certify that we are an “accredited investor” as defined Rule 501 under the Securities Act of 1933, as amended.