Form 8-K BTCS Inc. For: Apr 01

 

 

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 Charles B. Lee as a member of the Board. There is no arrangement or understanding between Mr. Lee, and any other persons pursuant to which Mr. Lee 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 Mr. Lee had or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.

 

As compensation for his service as a director, Mr. Lee 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

 

Item 7.01 Regulation FD Disclosure.

 

On April 1, 2021, the Company issued a press release announcing the appointment of Charles B. Lee 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 5, 2021	By:	/s/ Charles W. Allen
		Name:	Charles W. Allen
		Title:	Chief Executive Officer

 

 

 

 

 

Exhibit 99.1

 

 

Litecoin Creator Charlie Lee Joins BTCS as New Independent Director

 

Former Coinbase Director of Engineering joins as Company’s third independent director

 

Silver Spring, MD – (Globe Newswire – April 5, 2021) – BTCS Inc. (OTCQB: BTCS) (“BTCS” or the “Company”), a digital asset and blockchain technology focused company, today announced the appointment of Litecoin creator Charlie Lee to its Board of Directors as its newest independent member.

 

“We are honored to welcome Charlie Lee to our board,” stated Charles Allen, Chief Executive Officer of BTCS. “A true innovator and visionary in the blockchain space, his decision to join our board is a strong vote of confidence in our multi-faceted strategy. We look forward to working closely together to execute on our vision for long-term success.”

 

Mr. Lee, a computer scientist best known as the creator of Litecoin, the ninth-ranked cryptocurrency globally with a market capitalization in excess of $13 billion, currently serves as managing director of the Litecoin Foundation. Previously, Mr. Lee served as the director of engineering at Coinbase from 2013 to 2017 after working at Google from 2007 to 2013. Mr. Lee attended The Massachusetts Institute of Technology where he graduated in 2000 earning both a bachelor’s and master’s degree in Electrical Engineering and Computer Science.

 

Mr. Lee stated, “I am excited to join the BTCS board as the company embarks on the next phase of its corporate evolution. Building on a track record of pioneering firsts in the industry, BTCS is in a great position to accelerate its growth by capitalizing on emerging opportunities such as “staking-as-a-service” as momentum continues to build more broadly within the blockchain ecosystem as it evolves into its institutional phase.”

 

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

[email protected]

 

 

 

 

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