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): April 14, 2023

BTCS

INC.

(Exact name of registrant as specified in its charter)

Nevada	001-40792	90-1096644
(State<br> or Other Jurisdiction<br><br> <br>of<br> Incorporation)	(Commission<br><br> <br>File<br> Number)	(I.R.S.<br> Employer<br><br> <br>Identification<br> 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 Stock, $0.001 par<br> 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. ☐

Item3.03 Material Modification to Rights of Security Holders.

On April 14, 2023, BTCS Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Designation (the “Amendment”) for its Series V Preferred Stock (the “Series V”) related to the previously announced dividend (the “Dividend”) payable in shares of Series V. The Amendment was accepted by the Secretary of State of the State of Nevada on April 17, 2023.

The record and the payment dates for Series V have been set by a Special Committee of the Board of Directors (the “Board”) as May 12, 2023 and June 2, 2023, respectively.

The following descriptions set forth brief summaries of the Amendment of the Series V, and are qualified in their entirety by the full text of the Amendment, a copy of which is filed herewith as Exhibit 3.1.

Item	Original Series V Preferred		Revised Series V Preferred
Convertibility	Right but not obligation to convert into one share of common stock		Series V is no longer convertible into common stock
Duration	●	Non-Convertible<br>after December 31, 2024	●	Perpetual<br>preferred stock
	●	Forced<br>conversion after one year at option of the Company
Liquidation<br> Preference	●	No<br>rights or eligibility to any distributions of assets of the Company	●	20%<br>liquidation preference over our common stock
Dividends/Distributions	●	No<br>rights	●	eligible<br>at the discretion of the board for dividends and/or distributions made to common holders
			●	eligible<br>at the discretion of the board for dividends and/or distributions up to 20% per annum which the common shareholders would not be entitled<br>to

The Board also approved, in accordance with the 2021 Equity Incentive Plan, to provide the holders of the Company’s restricted stock units with the Dividend. The holders of the Company’s restricted stock units are executive officers of the Company.

While the Board declared the Dividend and the record date has been set, the Board retains the right and ability to not proceed with the Dividend for any reason at any time prior to the distribution of Series V to the holders of record. While the Board and the Company intend and desire to effect the Dividend, we may be unable to do so as intended for a number of reasons, including some of which are beyond our control. For example, the Company’s ability to affect the Dividend will depend on actions involving certain third parties, such as obtaining DTC-eligibility for the Series V which would allow the Series V to be held at DTC and traded through its electronic book-entry system which will be necessary to distribute the shares into brokerage accounts. The Company’s determination to proceed or not proceed with the Dividend will be publicly disseminated by the filing of a subsequent Current Report on Form 8-K disclosing the decision or other public disclosure. If we determine not to proceed with the Dividend for any reason, holders of record as of the record date will not receive any of the perceived or anticipated benefits of the securities described in this Form 8-K.

Item5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated by reference in its entirety into this Item 5.03.

Item7.01 Regulation FD Disclosure.

On April 19, 2023, the Company issued a press release regarding the Dividend and the related amendment to the Series V Preferred Stock. A copy of the press release is furnished with this report as Exhibit 99.1.

Item9.01 Financial Statements and Exhibits

(d)	Exhibits
3.1	Certificate of Amendment to the Series V Certificate of Designation
99.1	Press Release dated April 19, 2023+
104	Cover Page Interactive Data File (embedded within the<br> 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 INC.
Date: April 19, 2023	By:	/s/ Charles W. Allen
	Name:	Charles W. Allen
	Title:	Chief Executive Officer

Exhibit 3.1

Exhibit99.1

BTCSInc. Announces Update on Series V Preferred Stock Distribution

Silver Spring, MD (Globe Newswire – April 19, 2023) BTCS Inc. (Nasdaq: BTCS) (“BTCS” or the “Company”), a blockchain technology-focused company, is pleased to announce that it has made the required changes to its Series V preferred stock (“Series V”) to address comments received from Nasdaq and is excited to work toward the distribution of the Series V to all of its shareholders on a 1:1 basis.

SeriesV Explained

Each share of Series V is intended to be listed on a security exchange platform that utilizes blockchain technology to facilitate instantaneous trade settlement. We have applied to have our shares listed on Upstream exchange and are currently working through the application process. Upstream utilizes the Ethereum blockchain, which BTCS has been securing since 2021.

Distribution: Entitled common share stockholder will receive Series V shares on a 1:1 basis

RecordDate: May 12, 2023

PaymentDate: June 2, 2023

Ex-Date: Will be set by NASDAQ once DTC eligibility is confirmed

TransferAgent: Equity Stock Transfer

BTCS CEO Charles Allen commented, “We believe the Series V for Victory represents an important step toward protecting our investors. With blockchain technology and instant settlement, intermediaries could be eliminated, thus reducing potential share imbalances and the risks and costs associated with traditional T+2 settlements. This move represents our commitment to innovation and delivering superior value to our investors.”

BTCS believes exchanges built on blockchain technology should enable transparent public order books, eliminate failures to deliver, provide access to a global digital-first investor base, and enable direct-to-investor communications, distributions, and dividends.

SeriesV Details

The amended and restated Series V is: i) non-convertible, ii) perpetual, iii) has a 20% liquidation preference over our common stock, iv) eligible, at the discretion of the board, for dividends and/or distributions made to common holders, v) eligible, at the discretion of the board for, dividends and/or distributions up to 20% per annum, which the common shareholders would not be entitled to, vi) will be treated as common stock in the event of a reorganization such as a merger, and vii) non-voting.

The foregoing information is a summary of the amended Series V and related disclosures, is not complete, and is qualified in its entirety by reference to the full text of the amended and restated Series V Certificate of Designation (“Amended COD”) and risk factors included on a Form 8-K filed with the Securities and Exchange Commission on April 19, 2023. Readers should review the Amended COD and related risk factors for a complete understanding of the terms and conditions associated with the potential distribution and Series V. Further, the distribution is contingent on the Company obtaining a DTC eligible CUSIP among other things. Shareholders are encouraged to consult with their financial advisor to understand the terms of the Series V and its potential impact on their investment in BTCS.

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, including unanticipated consequences resulting from being on the selected exchange, 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, 2022. 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