BTCS Inc 8-K, filed Apr 1, 2021
BTCS Inc. (BTCS)
About this 8-K
BTCS Inc filed this 8-K on April 1, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): April 1, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 1, 2021, the Board of Directors (the “Board”) of BTCS Inc. (the “Company”) appointed Carol Van Cleef as a member of the Board. There is no arrangement or understanding between Ms. Van Cleef, and any other persons pursuant to which Ms. Van Cleef was selected as a director. Since the beginning of fiscal 2019 through the date hereof, there have been no transactions with the Company, and there are currently no proposed transactions with the Company in which Ms. Van Cleef had or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.
As compensation for her service as a director, Ms. Van Cleef will receive (i) annual cash compensation of $25,000 which will increase to $50,000 upon the Company’s common stock being uplisted to a national securities exchange (an “Exchange”), (ii) 75,000 restricted stock units which will vest upon an uplisting to an Exchange, and (iii) 175,000 five year stock options (the “Options”) with an exercise price of $1.03. The vesting and exercisability of the Options, are summarized as follows:
70,000 options will vest on April 1, 2022 and the remaining options will vest based upon the following milestones:
| ● | 26,250 options when the trailing 20-day average closing stock price is greater than or equal to $1.288 | |
| ● | 26,250 options when the trailing 20-day average closing stock price is greater than or equal to $1.609 | |
| ● | 26,250 options when the trailing 20-day average closing stock price is greater than or equal to $2.012 | |
| ● | 26,250 options when the trailing 20-day average closing stock price is greater than or equal to $2.515 |
On April 1, 2021, the Board increased the annual cash compensation of David Garrity, a current director of the Company to $25,000 which will increase to $50,000 upon the Company’s common stock being uplisted to an Exchange.
Item 7.01 Regulation FD Disclosure.
On April 1, 2021, the Company issued a press release announcing the appointment of Carol Van Cleef to the Board.
A copy of the press release is furnished as Exhibit 99.1 to this report. The information contained in the press release attached as Exhibit 99.1 to this report 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 contained in the press release attached as Exhibit 99.1 to this report shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits.
| 99.1 | BTCS Inc. Press Release |
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: | April 1, 2021 | By: | /s/ Charles W. Allen |
| Name: | Charles W. Allen | ||
| Title: | Chief Executive Officer | ||
Exhibit 99.1
BTCS Welcomes New Independent Director to Strengthen Corporate Governance in Preparation for Planned Uplist to Senior Exchange
Internationally recognized authority and pioneer in the cryptocurrency and blockchain legal space, Carol Van Cleef, joins the BTCS Board of Directors
Silver Spring, MD – (Globe Newswire – April 1, 2021) – BTCS Inc. (OTCQB: BTCS) (“BTCS” or the “Company”), a digital asset and blockchain technology focused company, announced today the appointment of a new independent director, Carol Van Cleef, to its Board of Directors.
“We are extremely pleased to welcome Carol to our board,” stated Charles Allen, Chief Executive Officer of BTCS. “She has already provided invaluable support as an advisor to BTCS in our early years in 2014 and 2015. In addition to the vast wealth of experience and wisdom she brings as an industry expert, Carol’s appointment as our second independent director will help us further strengthen our corporate governance, a key element in our planned uplisting to a senior exchange.”
An internationally recognized authority on and pioneer in legal issues involving cryptocurrencies and blockchain technology, Ms. Van Cleef is Chair of the Blockchain and Digital Assets practice at Bradley Arant Boult Cummings LLP. With a focus on regulatory, compliance, and enforcement matters, Ms. Van Cleef has built a global reputation as a leading attorney, counsellor and problem solver working extensively across the financial services industry and throughout the cryptocurrency and blockchain communities. She represents virtual currency exchanges, blockchain developers, NFT creators and platforms, and various types of financial services and fintech companies.
In addition to her legal practice, Ms. Van Cleef serves as CEO of Luminous Group, a blockchain technology, growth advisory and risk management solutions company that also develops and delivers anti-money laundering and sanctions compliance training through the AML Training Institute. She also serves as an advisor to a number of early-stage companies in fintech and blockchain-related technologies.
“I am excited to join the BTCS board,” commented Ms. Van Cleef. “I believe my background and legal experience will be an asset to BTCS as it continues to grow its operations. BTCS was the first U.S. public company to mine bitcoin in 2014 and the first to launch a digital asset treasury strategy in 2017. I look forward to working closely with management as they continue to execute on their vision for long-term success.”
“We plan to appoint a third independent director shortly,” continued Allen. “A third independent director would make the majority of our board independent, a key requirement to list on a national securities exchange such as Nasdaq.”
About BTCS:
BTCS is an early entrant in the digital asset market and one of the first U.S. publicly traded companies focused on digital assets and blockchain technologies. The Company through its transaction verification services business actively verifies and validates blockchain transactions and is rewarded with digital assets for its work. 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 such as bitcoin and ethereum. For more information visit: www.btcs.com.
Forward-Looking Statements:
Certain statements in this press release, constitute “forward-looking statements” within the meaning of the federal securities laws including statements regarding our plans regarding uplisting to a senior exchange. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation our failure to meet the quantitative and qualitative listing requirements of the senior exchange, the exchange rejection our listing application for any reason, as well as risks set forth in the Company’s filings with the Securities and Exchange Commission including its Form 10-K for the year ended December 31, 2020. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.
Investor Relations:
Dave Gentry
RedChip Companies, Inc.
Phone: (407) 491-4498
dave@redchip.com