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): November 27, 2019

 

BTCS INC.

(Exact name of registrant as specified in its charter)

 

Nevada   000-55141   90-1096644
(State or Other Jurisdiction
of Incorporation) 		  (Commission
File Number) 		  (I.R.S. Employer
Identification No.)

 

9466 Georgia Avenue #124, Silver Spring, MD 20901

(Address of Principal Executive Offices, and Zip Code)

 

(202) 430-6576

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: None

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
         

 

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 3.03 Material Modification to Rights of Security Holders.

 

See Item 5.03 which is incorporated by reference herein.

 

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

 

On November 27, 2019, BTCS, Inc. (the “Company”) filed a Certificate of Amendment to the Certificate of Designation of Preferences, Rights and Limitations of the Series C-1 (the “Series C-1 COD”) with the Nevada Secretary of State. Pursuant to the Certificate of Amendment to the Series C-1 COD, the Series C-1 are convertible into shares of the Company’s common stock at a conversion ratio of 1:15 for conversions effected before November 29, 2019 and 1:6.666 for conversions effected after November 29, 2019. No Series C-1 holders elected to converted prior to such date and therefore the conversion ratio reverts back to 1:6.666.

 

Item 9.01 Financial Statements and Exhibits.

 

4.1 Certificate of Amendment to the Series C-1 COD

 

     
 

 

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 3, 2019 By: /s/ Charles W. Allen
  Name: Charles W. Allen