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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): August 12, 2021

 

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 20910

(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
None   NA   NA

 

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

 

On August 12, 2021, BTCS Inc. (the “Company”) filed a Certificate of Change pursuant to Nevada Revised Statutes (“NRS”) 78.209 with the Nevada Secretary of State to effect a reverse stock split of the Common Stock, and the proportional decrease of the Company’s authorized shares of Common Stock at a ratio of one-for-10 (the “Reverse Split”).

 

The Reverse Split was approved by the Board of Directors of the Company pursuant to Section 78.207 of the NRS on July 27, 2021 and no consent of our shareholders was required pursuant to the NRS. The Certificate of Change became effective on August 13, 2021.

 

No fractional shares will be issued in connection with the Reverse Split and all such fractional interests will be rounded up to the nearest whole number of shares of Common Stock. The Company now has 97,500,000 shares of Common Stock authorized (the number of authorized shares of Preferred Stock remains the same).

 

The description contained herein of the Reverse Split and proportional decrease of the Company’s authorized shares of Common Stock is qualified in its entirety by reference to the Certificate of Change, a copy of which is attached to this report as Exhibit 3.1 hereto and incorporated herein by reference

 

Item 8.01 Other Events.

 

On August 17, 2021, the Company issued a press release announcing the effectiveness of the Reverse Split. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Description
3.1   Certificate of Change – Reverse Split
99.1   Press Release dated August 17, 2021

 

 

 

 

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: August 17, 2021 By: /s/ Charles W. Allen
  Name:  Charles W. Allen
  Title: Chief Executive Officer

 

 

 

 

 

Exhibit 3.1

 

 

 

 

 

 

 

 

 

 

BTCS Announces Reverse Stock Split in Preparation for Uplist to Nasdaq

 

Silver Spring, MD – (Globe Newswire – August 17, 2021) – BTCS Inc. (OTCQB: BTCS) (“BTCS” or the “Company”), a blockchain technology focused company, today announced that the Company has implemented a reverse split of its issued and outstanding common stock at a ratio of 1-for-10 shares.

 

The reverse split is intended to enable the Company to meet the stock price requirement for initial listing on The Nasdaq Capital Market.

 

The Company’s common stock will begin trading on a split-adjusted basis on the OTCQB under the trading symbol “BTCSD” today. The fifth character “D” will be removed from the Company’s trading symbol after 20 business days if the stock is still trading on the OTCQB, or upon the listing of the Company’s common stock on Nasdaq, whichever occurs first. At that time, the Company’s trading symbol will revert to “BTCS”.

 

Each 10 shares of the Company’s issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock, par value $0.001 per share. Proportional adjustments will also be made to all the Company’s outstanding securities including the shares issuable in connection with the Company’s outstanding convertible preferred stock, stock options, RSUs, and warrants. As a result of the reverse split, there will be approximately 5.7 million shares of common stock outstanding. Upon the effectiveness of the reverse split, there will also be a proportional decrease of the Company’s authorized shares of common stock at the same ratio of 1-for-10, resulting in approximately 97.5 million authorized shares of common stock following the action.

 

The reverse split will uniformly impact all stockholders, as it will not alter any stockholder’s percentage equity interest in the Company, and not result in any dilution, except to the extent that the reverse split results in a stockholder owning a fractional share. Any fractional shares resulting from the reverse split will be rounded up to the next whole number of shares.

 

Those shares of the Company’s common stock held by stockholders through a brokerage account will automatically adjust to reflect the 1-for-10 share reverse split. It is not necessary that stockholders holding shares of the Company’s common stock in certificated form exchange their existing stock certificates for new stock certificates in connection with the reverse split, although stockholders may do so if they wish.

 

Stockholders should direct any questions concerning the reverse stock split to their broker or the Company’s transfer agent, Equity Stock Transfer, Inc., at www.equitystock.com.

 

About BTCS:

 

BTCS is an early mover in the blockchain and digital currency ecosystem, and the first “Pure Play” U.S. publicly traded company focused on blockchain infrastructure and technology. Through its blockchain infrastructure operations, the Company secures Proof-of-Stake blockchains by actively processing and validating blockchain transactions and is rewarded with native digital tokens. The Company is developing a proprietary Staking-as-a-Service platform to allow users to stake and delegate supported cryptocurrencies through a non-custodial platform. The Company is also developing a proprietary digital asset data analytics platform that allows users to consolidate their crypto trades from multiple exchanges onto a single platform, enabling users to view and analyze their performance, risk metrics, and potential tax implications. The Company employs a digital asset treasury strategy with a primary focus on disruptive non-security protocol layer assets. For more information visit: www.btcs.com.

 

Investor Relations:
Dave Gentry
RedChip Companies, Inc.
Phone: (407) 491-4498
dave@redchip.com