BTCS Inc 8-K, filed Jun 28, 2021
BTCS Inc. (BTCS)
About this 8-K
BTCS Inc filed this 8-K on June 28, 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): June 28, 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 June 28, 2021, BTCS Inc. (the “Company”) appointed Andrew Lee as Chief Financial Officer of the Company, effective as of June 28, 2021. Mr. Lee, age 41, has been Chief Executive Officer of FMN, since 2017, a company focused on digital assets. From 2015 to 2016, he was an Executive/Entrepreneur in Residence at Kylin Management. From 2012 to 2013, Mr. Lee worked for Apple. Prior to this, he worked at global investment banks Lehman Brothers, Barclays Capital, and Merrill Lynch. Mr. Lee holds an MBA from the Wharton School of the University of Pennsylvania.
Mr. Lee will receive a salary of $250,000 per year and will be eligible for a performance bonus in an amount and with milestones to be determined by the Board of Directors and the Compensation Committee with the target bonus being one to two times his then base salary. Additionally, the Company will grant Mr. Lee restricted stock units (“RSUs”) to purchase an aggregate dollar value equal to $325,000 based on the closing stock price as of June 28, 2021. The RSUs shall vest as follows: (i) one fifth on June 28, 2022 and (ii) the remaining in 48 equal (monthly) increments, with each vesting tranche being subject to continued employment on such applicable vesting date.
Mr. Lee was not appointed pursuant to any arrangement or understanding with any person, and Mr. Lee does not have any family relationships with any directors or executive officers of the Company. Neither Lee nor any of his immediate family has been a party to any transaction with the Company during the Company’s last two fiscal years, nor is any such transaction currently proposed, that would be reportable under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On June 29, 2021, the Company issued a press release announcing the appointment of Andrew Lee as the Chief Financial Officer.
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: | June 28, 2021 | By: | /s/ Charles W. Allen |
| Name: | Charles W. Allen | ||
| Title: | Chief Executive Officer | ||
Exhibit 99.1
BTCS Appoints Veteran Finance Executive Andrew Lee as CFO
Silver Spring, MD – (Globe Newswire – June 28, 2021) – BTCS Inc. (OTCQB: BTCS) (“BTCS” or the “Company”), a blockchain technology focused company, today announced the appointment of Andrew Lee as Chief Financial Officer.
Mr. Lee was previously an Executive/Entrepreneur-in-Residence at Kylin Management, a multibillion-dollar Tiger Cub hedge fund. He spearheaded private investments, investing alongside names like Thiel Capital and Soros Fund Management. Prior to this, Mr. Lee worked for Apple and for bulge bracket investment banks. He holds an MBA from Wharton.
“We are thrilled to welcome Andrew to the BTCS team,” commented Charles Allen, CEO of BTCS. “With a significantly strengthened balance sheet from successful registered direct offerings this year, we are entering an exciting new phase of corporate development and having someone of Andrew’s caliber onboard as we scale operations and pursue potential high-reward opportunities will be a great asset moving forward.”
“BTCS is an early pioneer in the blockchain space and has built a tremendous track record of public company firsts,” commented Mr. Lee. “With the resources to execute on its strategy, combined with positive tailwinds from growing adoption of DeFi solutions and increasing popularity of NFTs, this is an extremely exciting time to join BTCS. I look forward to applying my years of experience and having a positive impact on the organization as we work to grow value for our shareholders.”
About BTCS:
BTCS is an early mover in the blockchain and digital currency ecosystems and the first “Pure Play” U.S. publicly traded company focused on blockchain infrastructure and technology. The Company through its blockchain infrastructure operation secures ethereum’s proof-of-stake blockchain by actively processing and validating blockchain transactions and is rewarded with digital assets. 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 such as bitcoin and ethereum. For more information visit: www.btcs.com.
Investor Relations:
Dave Gentry
RedChip Companies, Inc.
Phone: (407) 491-4498
dave@redchip.com