8-K - BTCS - Equibles

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): March 23, 2023

BTCS

INC.

(Exact name of registrant as specified in its charter)

Nevada	001-40792	90-1096644
(State<br> or Other Jurisdiction<br><br> of Incorporation)	(Commission<br><br> File Number)	(I.R.S.<br> Employer<br><br> Identification No.)

9466Georgia 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common<br> Stock, $0.001 par value	BTCS	The<br> Nasdaq Stock Market<br><br> <br>(The<br> Nasdaq Capital Market)

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. ☐

Item7.01 Regulation FD Disclosure.

On March 23, 2023, BTCS Inc. issued a press release addressing delays to its previously announced Series V Convertible Preferred stock distribution. A copy of the press release is furnished with this report as Exhibit 99.1.

The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, regardless of any general incorporation language in such filings.

Item9.01 Financial Statements and Exhibits.

(d)	Exhibits
99.1	Press Release dated March 23, 2023+
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

+ Furnished herewith.

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<br> INC.
Date:<br> March 23, 2023	By:	/s/ Charles W. Allen
	Name:	Charles<br> W. Allen
	Title:	Chief<br> Executive Officer

Exhibit99.1

BTCSInc. Announces Delay in Series V Preferred Key Dates

Silver Spring, MD (Globe Newswire – March 23, 2023) BTCS Inc. (Nasdaq: BTCS) (“BTCS” or the “Company”), a blockchain technology-focused company, is providing an update to shareholders regarding the previously announced distribution of its newly created Series V Convertible Preferred stock (“Series V”). Due to anticipated changes to the structure, the Company will be delaying the key dates associated with the Series V distribution.

Charles Allen, CEO of BTCS, commented, “We understand that delays are not ideal and appreciate your understanding as we work through any potential changes required. Our primary objective remains to protect our investors and deliver superior value. We believe the Series V represents an important step in achieving this goal by utilizing blockchain technology and instant settlement, which has the potential to reduce risks and costs associated with both current T+2 and future T+1 settlements. We appreciate your patience as we work diligently with Nasdaq to make any changes required to move things forward as quickly as possible.”

The updated key dates and additional information will be announced as soon as any necessary changes are finalized. The Company is actively working with Nasdaq and other relevant parties to ensure a smooth process moving forward.

Previously announced key dates, including the Record Date of March 27, 2023, and Payment Date of April 14, 2023, will be revised accordingly. The Ex-Date will be set by NASDAQ once DTC eligibility is confirmed. Equity Stock Transfer will continue to act as the transfer agent for the Series V distribution.

AboutBTCS:

BTCS Inc. is a Nasdaq listed company operating in the blockchain technology space since 2014 and is one of the first U.S. publicly traded companies with a primary focus on blockchain infrastructure and staking. BTCS secures and operates validator nodes on disruptive next-generation blockchain networks that power Web 3, earning native token rewards by staking our proof-of-stake crypto assets. “StakeSeeker” is BTCS’ newly introduced proprietary Cryptocurrency Dashboard and Staking-as-a-Service platform, developed to empower users to better understand and grow their crypto holdings with innovative portfolio analytics and a non-custodial process to earn staking rewards on crypto asset holdings. Users can easily link and monitor their cryptocurrency portfolios across exchanges, wallets, validator nodes, and other sources; and have access to a suite of data analytic tools such as performance and reward tracking. StakeSeeker’s Staking Hub allows users to earn rewards by directly participating in network consensus mechanisms by staking and delegating their cryptocurrencies to company-operated validator nodes for a growing number of supported blockchains. As a non-custodial validator operator, BTCS receives a percentage of token holders staking rewards generated as a validator node fee, creating the potential opportunity for a highly scalable business with limited additional costs. For more information visit: www.btcs.com.

Forward-LookingStatements:

Certain statements in this press release, constitute “forward-looking statements” within the meaning of the federal securities laws including statements regarding the potential distribution of Series V including its timing, and terms, as well as the perceived and anticipated benefits to shareholders and the financial markets in general of the Series V and blockchain technology. 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, the possibility that the Company does not proceed with the Series V distribution due to administrative, regulatory or other challenges, including failure to obtain a DTC eligible CUSIP number, the Company’s broad discretion with respect to the Series V, possible trading volatility, pricing discrepancies or other negative characteristics of the exchange selected for trading, dilution, future regulatory issues, market or economic downturns or other adverse developments with respect to our business and the digital assets on which it depends, 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, 2021 and the Form 8-K on January 31, 2023. 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.

InvestorRelations:

ir@btcs.com

PublicRelations:

Mercy Chikowore

m.chikowore@btcs.com