BTCS Inc 8-K, filed Jan 5, 2022
BTCS Inc. (BTCS)
About this 8-K
BTCS Inc filed this 8-K on January 5, 2022, reporting on events of January 2, 2022.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01 Regulation FD Disclosure.
On January 5, 2022, BTCS Inc. (the “Company”) announced the declaration of the dividend described below and issued a press release relating to such events, a copy of which is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference. Additionally, on January 5, 2022, the Company made available on its website (www.btcs.com) its corporate presentation, a copy of which is attached to this Form 8-K as Exhibit 99.2 and is incorporated herein by reference.
Item 8.01 Other Events
On January 2, 2022, the Board of Directors of the Company declared a dividend of $0.05 for each outstanding share of common stock (the “Common Stock”), of the Company. The dividend is payable to holders of record as of the close of business on March 17, 2022 (the “Record Date”). Shareholders are being provided the option to receive proceeds of their dividend payable in either cash (“Cash Dividend”) or Bitcoin (“Bitcoin Dividend” or “Bividend”).
For a shareholder to receive a Bividend, the shareholder must complete the opt-in agreement and transfer their shares to the Company’s transfer agent Equity Stock Transfer (“EST”) prior to the ex-dividend date of March 16, 2022 (the “Ex-Dividend Date”). Shareholders who do not elect to receive a Bividend will receive a Cash Dividend and no action is required. For those shareholders who wish to receive any portion of their dividend in Bitcoin, the process is as follows:
| ● | Shareholders must initiate the process of electing to receive their Bividend by navigating to the Bividend website http://bividend.com/ and clicking “GET YOUR BIVIDEND”. They will receive an email with further directions and a link to the Opt-In Agreement which must be completed via DocuSign. |
| ● | Shareholders must provide a valid and accurate Bitcoin Wallet Address as part of the Company’s Opt-In Agreement for the Company to transfer the Bividend. |
| ● | Shareholders who wish to receive the Bividend must complete the Opt-In Agreement and transfer their shares of BTCS Common Stock from their brokerage firm to EST, by 4pm New York time on the Ex-Dividend Date. This is a requirement so the Company can locate and validate the shareholder’s position in BTCS’ Common Stock and ascertain the Bitcoin Wallet Address. |
| ● | On the Ex-Dividend Date, the number of Bitcoin to be distributed to a shareholder’s Bitcoin wallet on the dividend payment date is calculated as the dollar value of the Cash Dividend the shareholder elected to receive in Bitcoin, divided by the market closing price of Bitcoin as reported by Yahoo Finance on the Ex-Dividend Date. |
Shareholders who initiate the process but do not complete all necessary actions prior to Ex-Dividend Date, will not be eligible to receive payment of the Bividend and will instead receive a Cash Dividend.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 99.1 | Bividend Press Release | |
| 99.2 | BTCS Inc. Presentation | |
| 99.3 | Form of Opt-In Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: January 5, 2022 | By: | /s/ Charles W. Allen |
| Name: | Charles W. Allen | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
BTCS First-ever Nasdaq-listed Company to Offer a Dividend Payable in Bitcoin
Silver Spring, MD – (Globe Newswire – January 5, 2022) – BTCS Inc. (Nasdaq: BTCS) (“BTCS” or the “Company”), a blockchain technology-focused company, has announced the first-ever dividend payable in Bitcoin by a Nasdaq-listed company, which the Company refers to as a Bividend. The Company also published a new investor presentation on its website (www.btcs.com) to provide more insight regarding recent successes and future growth plans, as well as the underlying market dynamics expected to drive BTCS’ growth in 2022.
Paramount to the ethos of BTCS are cryptocurrency adoption and financial freedom. Since 2014, BTCS has committed to developing the infrastructure supporting blockchain technology. Continuing this journey, BTCS is now opening the next chapter of delivering on our mission to further promote the adoption of crypto and blockchain technology.
What is a Bividend?
A Bividend is a dividend payable to our shareholders of record at their election in Bitcoin or cash.
How much is the Bividend?
BTCS intends to pay $0.05 per share in Bitcoin, based on the Bitcoin price on the ex-dividend date. Investors who do not elect to receive the Bividend in Bitcoin will receive a cash dividend of $0.05.
Why Offer a Bividend?
“We want to reward our long-time shareholders for their continued support and encourage financial freedom by providing the means to enable direct ownership of Bitcoin and other digital assets,” stated Charles Allen, Chief Executive Officer of BTCS. “In the crypto space BTCS has a long history of firsts, including being the first pure-play U.S. public company focused on cryptocurrencies and blockchains, the first U.S. public company to mine Bitcoin, the first U.S. public company to implement a digital asset treasury strategy, and the first U.S. public company to secure next-generation proof-of-stake blockchains.”
Allen continued, “Now, we are the first Nasdaq-listed company to pay a Bividend, a dividend payable in Bitcoin at the option of our shareholders. This is a moment we have long anticipated since the Company purchased the domain, bividend.com, in February 2015. BTCS is now in the financial position required to execute on the Company’s vision.” With BTCS’ year-end 2021 stock price of $3.14 per share representing a 12.6% discount to the Company’s digital asset holdings and cash position of $3.56 per share, or $37.8 million, this is an ideal time to reward our shareholders with a non-taxable return-of-capital Bividend.
“As we build an ownership base of long-term, fundamental shareholders, the payment of this special Bividend is an important step in showcasing the disruptive nature of blockchain technology” continued Allen.
How do you participate in the Bividend?
The steps required to become a record holder on the books and records of our transfer agent, Equity Stock Transfer, and opt-in to the Bividend are outlined on bividend.com and disclosed on a Form 8-K filed with the Securities and Exchange Commission on January 5, 2022. Any shareholders of record who do not opt-in to receive their Bividend will instead receive an equivalent cash dividend. The Company is working with Equity Stock Transfer, LLC, a New York City based SEC registered transfer agent, to coordinate the logistics and processing of the Bividend.
When will it be Paid?
We have set a record date of March 17, 2022 to leave ample time for our shareholders to complete the opt-in process by the March 16, 2022 Ex-Dividend date opt-in deadline. The Bividend and cash equivalent dividend for those not electing to receive a Bividend will be paid as soon practical after the record date.
Will Future Bividend Payments Occur?
BTCS is very much in the growth phase. That said, the Company is evaluating the appropriateness of future Bividends.
Meanwhile, despite a recent pull-back in line with the broader cryptocurrency market, BTCS’ stock price and market capitalization since 2019 have appreciated significantly as the value of the Company’s digital assets and cash has rapidly increased, as shown in the charts below.
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, which it plans to integrate with its Data Analytics Dashboard, now in beta release. BTCS’ proprietary digital asset data analytics platform currently supports six exchanges and over 800 digital assets, and the Company plans to further broaden its suite of performance-tracking tools, add additional centralized and decentralized exchanges, as well as wallets, and stake pool monitoring. The Company’s digital asset treasury strategy, with a primary focus on disruptive non-security protocol layer assets, is a core component of its business model and supports BTCS’ expanding operations. For more information visit: www.btcs.com.
Investor Relations:
Dave Gentry
RedChip Companies, Inc.
Phone: (407) 491-4498
dave@redchip.com
Public Relations:
Mercy Chikowore
m.chikowore@btcs.com
About Equity Stock Transfer:
Equity Stock Transfer is a New York City based SEC-registered and bonded full-service transfer agent and registrar formed by securities law professionals for publicly traded and private companies. EST provides a full suite of cap table tools and offers proxy management, virtual shareholder meetings and online voting as well as various share depository and paying agent services for domestic and international clients. For over 10 years EST has provided unparalleled personal attention and technology for intelligent automation and customer service. For additional information, please contact info@equitystock.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 to be the first Nasdaq company to issue a dividend in Bitcoin and our intentions regarding the Bividend. 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 , regulatory and other unanticipated issues which prohibit us from issuing the Bividend to our shareholders, a significant decrease in the value in the crypto that we currently own, another Nasdaq issuer providing for a dividend of Bitcoin prior to our expected payment date, 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 and the Prospectus Supplement dated September 14, 2021. 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.
Exhibit 99.2
Exhibit 99.3
BTCS INC.
The undersigned (I) understands that BTCS Inc. (“Company”) has declared a special one-time return of capital cash dividend of $0.05 per share (the “Cash Dividend”) for each shareholder of the Company on March 17, 2022 (the “Record Date”). This Agreement documents my irrevocable election (“Election”) to convert my Cash Dividend for the number of shares set forth below into Bitcoin (“Bitcoin Dividend”) in lieu of the Cash Dividend and waive my right to the Cash Dividend. The number of Bitcoin to be distributed shall be calculated as the dollar value of the Cash Dividend the shareholder elected to receive in Bitcoin, divided by the market closing price of Bitcoin as reported by Yahoo Finance on the Ex-Dividend Date, net of any fees described herein. Provided further, if a closing Bitcoin price is not reported by Yahoo Finance, then the Company shall have the discretion to use an alternative source for the price of Bitcoin. I have read this entire Agreement and understand the risks (which, in part, are described below under “Risk Factors”) of this Election. I have read the Current Report on Form 8-K (“8-K”) filed with the Securities and Exchange Commission on January 5, 2022 and understand the process to obtain the Bitcoin Dividend. I hereby acknowledge that if my Company shares are not transferred to the books and records of the Company’s Transfer Agent, Equity Stock Transfer, as opposed to being held with my broker or other intermediary (“Broker”), by 4pm New York Time on March 16, 2022 (the “Ex-Dividend Date”), I will lose my right to the Bitcoin Dividend and will instead receive the Cash Dividend. I understand the process to move shares from a brokerage (or other intermediary) account to the Transfer Agent may be time consuming and therefore I shall reach out to my Broker immediately to start the process. Any fees charged by my Broker will be my responsibility. I hereby represent that the information below is accurate and understand that any failure to timely move my shares to the books and records of the Company’s Transfer Agent or provide accurate information will result in the Election being voided.
The Company will pay a one-time Transfer Agent fee per shareholder for shares that are transferred in as well as for shares that are transferred out in connection with the Bitcoin Dividend. The Company is not responsible for any fees charged by the Bitcoin Network. The undersigned acknowledges that the amount of Bitcoin received may be less than anticipated as a result of the Bitcoin Network reducing the payment by its fees. The undersigned also acknowledges that the date they will receive the Bitcoin (the “Payment Date”) will be as soon as reasonably practicable after the Record Date and the Company will not be responsible for any decrease in the value of Bitcoin during this period. The undersigned acknowledges that they have read the risk factors below.
| Name or entity name your shares are registered under: | |
| If entity, name and title of authorized signer: | |
SSN/EIN: |
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Address: (address on file with brokerage firm or transfer agent) |
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Phone Number: |
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Email: |
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Number of shares1: |
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Bitcoin Wallet Address: |
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| Confirm Bitcoin Wallet Address: | |
(Bitcoin transactions are irreversible it is advised that you cut and paste your wallet address into this field) |
Please select the applicable option:
| __ | Option 1 – DWAC: I would like to DWAC (withdraw) my shares from my brokerage account and have them delivered electronically to the Transfer Agent as soon as possible. |
| __ | Option 2 – DRS: I would like to DRS my shares from my brokerage account and have them delivered electronically to the Transfer Agent. I understand this process may take longer to complete than a DWAC in Option 1 and if not successfully completed prior to the Ex-Dividend Date would result in me receiving a Cash Dividend instead of a Bitcoin Dividend. I will contact my broker to discuss the timing. |
| __ | Option 3 – Shares already at TA: My shares are already on the books and records of the Transfer Agent. |
1 All shares in your record name on the Record Date will receive the Bitcoin Dividend.
Risk Factors
Prior to making your Election, you should carefully consider the following Risk Factors and the Risk Factors contained in our Form 10-K filed on January 26, 2021. If any of the events discussed in the Risk Factors below occur, the value of the Bitcoin you receive could be adversely affected.
The process to move shares from a brokerage account or other intermediary account (“Street Name”) can be a time-consuming process. If you fail to move your shares to the Transfer Agent by 4pm New York Time on the Ex-Dividend Date of March 16, 2022 or the shares are not in record name by the required date for any reason whatsoever, your Election will be voided.
Any Street Name shareholder who would like to make the Election should immediately contact their broker and request that their Company shares be moved into their name at the Transfer Agent. Each brokerage firm has their own process. If you do not timely request the transfer by your Broker or provide your Broker or the Company with accurate information in this Agreement or your Broker does not transfer your shares for any reason, the Election will be voided, and you will not receive the Bitcoin Dividend and instead receive the Cash Dividend. The Company will not be responsible for any of the foregoing.
The price of Bitcoin may increase or decrease between the Ex-Dividend Date, the Record Date and the Payment Date.
If the price of Bitcoin decreases from the Ex-Dividend Date, Record Date and the Payment Date, shareholders not making the Election will receive more value on such date from the Cash Dividend. Additionally, the price of Bitcoin may decrease after you make the Election and may not rebound by the Payment Date. Once you have made the Election it is irrevocable, and you will not have any right to change to a Cash Dividend.
If you provide a wrong or invalid wallet address, the Company will be unable to process your Election and either you will receive the Cash Dividend or may lose your right to both the Bitcoin Dividend and the Cash Dividend.
Bitcoin transactions are irreversible. If you provide the Company with the wrong wallet address which is a valid wallet address, the owner of that wallet address will receive the benefit of your Bitcoin Dividend and you will receive nothing. If you provide the Company with an invalid wallet address and the transfer is rejected by the Bitcoin Network, the Company at its option will pay you either the Cash Dividend or the Bitcoin Dividend if a valid wallet address is provided. Shareholders are encouraged to confirm their wallet addresses prior to submitting their Election otherwise they could lose their full rights to both the Cash Divided and Bitcoin Dividend.
I understand there may be tax consequences from the Election. The Company hereby encourages all of its shareholders to seek tax advice from a qualified tax professional before deciding to make the Election.
We encourage shareholders who have questions concerning the Election to contact Equity Stock Transfer, our Transfer Agent at bividend@equitystock.com or (800) 643-BTCS. This Agreement may only be executed through DocuSign®. Any Agreement that is mailed, faxed or emailed to any representative of Company will not be accepted.
I hereby make my irrevocable Election to accept the Bitcoin Dividend, subject to the foregoing terms.
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| Signature: | Signature: | |||
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