Form 8-K - Current report
29 June 2023 - 10:30PM
Edgar (US Regulatory)
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2023-06-29
2023-06-29
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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 29, 2023
BTCS
INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
001-40792 |
|
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:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, $0.001 par value |
|
BTCS |
|
The
Nasdaq Stock Market
|
|
|
|
|
(The
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. ☐
Item
7.01. |
Regulation
FD Disclosure. |
On
June 29, 2023, BTCS Inc. (“BTCS” or the “Company”) listed its Series V Preferred Stock (“Preferred Stock”
or “Preferred Shares”) on the Upstream stock exchange (“Upstream”). Investors who elect to transfer their Preferred
Shares to Upstream may withdraw their Preferred Shares from Upstream back to our transfer agent Equity Stock Transfer (“EST”)
and further transfer back to their broker at any time.
Deposit
Preferred Stock on Upstream
Details
on the Company’s Preferred Stock distribution and the steps needed to deposit the Preferred Stock on Upstream are summarized
below and can be found at https://www.btcs.com/seriesv/.
|
1. |
Investors
must move their Preferred Stock to the Company’s transfer agent Equity
Stock Transfer (“EST”). Preferred Stock may be moved to EST by contacting their
broker-dealer (or other custodian) and initiating a Direct Registration System (“DRS”) transfer request of the Series
V to EST. Broker-dealers may have different processes so investors should contact them directly for their process. The Preferred
Stock may be transferred using free delivery at DTC via a DRS transfer to EST. BTCS, however, will not cover the cost of a DWAC or
other transfer methods. |
|
2. |
Preferred
Stock holders can open an account with Upstream by downloading their preferred app from Upstream’s website (https://upstream.exchange)
and creating an Upstream account. Detailed information on the process of how to deposit and trade shares on Upstream is available
by following the link: https://upstream.exchange/SupportCenter |
|
3. |
U.S.
based Preferred Stock holders must also create an account with Boustead Securities (https://www.boustead1828.com/upstream)
to deposit and trade their shares with Upstream. |
|
4. |
Lastly,
Preferred Stock holders should request the deposit of their Preferred Stock into their Upstream account using the Upstream app. |
Withdrawing
Preferred Stock from Upstream
Investors
interested in withdrawing shares of Preferred Stock from Upstream may submit a withdrawal of securities request for the Preferred Stock
via the Upstream app. Directions can be found on Upstream’s website https://upstream.exchange/SupportCenter. After the submission
is processed the Company’s transfer agent EST will receive the Preferred Stock and hold the shares in book entry.
Investors
interested in moving Preferred Stock to a brokerage account should contact their broker, to ascertain what paperwork the broker will
need to initiate a DRS deposit of the Preferred Stock.
Risk
Factors
Because
currently, outstanding shares of our common stock trade on Nasdaq and the Preferred Shares are to be listed for trading on Upstream,
recipients of Preferred Shares are expected to face potential illiquidity, trading volatility and/or pricing discrepancies when compared
to shares of common stock which trade on Nasdaq and will also not have the protections afforded by the Securities Exchange Act of 1934
and Nasdaq.
If
your Preferred Shares are moved to Upstream, the trading volumes and market prices for those Preferred Shares may be lower than comparable
metrics of our common stock listed on Nasdaq, in general or in specific instances, and you may therefore face challenges in liquidating
your Preferred Shares both as compared to our Nasdaq-listed common stock and in general. If the Preferred Shares are not moved to Upstream,
your Preferred Shares will be relatively illiquid, and you will need to privately locate a willing purchaser in order to sell your Preferred
Shares, which you may be unable to do in a reasonable timeframe, without undue costs, at desired prices or at all.
Additionally
Upstream is not subject to SEC regulation under the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Exchange
Act”). These federal statutes and regulations are designed to protect investors and enhance transparency and capital formation
in the capital markets, and the lack of this or similar regulatory oversight will subject holders of Preferred Shares who move their
shares to Upstream to risks inherent in a trading market that operates in the absence of those considerations or where their influence
is limited or inadequately enforced. While the SEC or other regulatory involvement never guarantees investor protection, the lack thereof
exacerbates the risk of loss.
Digital
asset-focused exchanges are often the target of fraud and malicious actors, and holders of investments in digital securities in the custody
of such exchanges may be afforded limited or no protection from adverse developments such as theft and bankruptcy impacting the exchange
on which their digital securities are held. As a result, unless new regulation or oversight is adopted and applies to Upstream, holders
of Preferred Shares may be subject to certain of these contingencies. Additionally, since Upstream is based on blockchain technology
it may also involve several technical risks. For instance, the blockchain on which the exchange operates may face difficulties in scaling
to handle a large number of users and transactions including Upstream, as well as ensuring adequate performance and security. Additionally,
Upstream may also face risks related to the underlying blockchain protocol, such as forks or other network changes that could negatively
impact Upstream’s operations. Furthermore, Upstream may also face risks related to smart contract security, as any bugs or vulnerabilities
in the smart contracts used on Upstream could result in loss of Preferred Shares or funds as well as other security breaches.
Other
potential risks and uncertainties, include:
|
● |
The
possibility that a viable trading market never develops or is sustained on Upstream; |
|
● |
Adverse
attention or action from regulatory authorities; |
|
● |
The
possibility that the technology on which Upstream depends fails to function properly; |
|
● |
The
security systems of Upstream may be inadequate or ineffective, or subject to breach or
damage,
endangering the Preferred Shares stored thereon; |
|
● |
Uncertainty
as to the potential application laws and regulations including those regarding digital securities; |
|
● |
Upstream’s
exposure to of digital assets and digital securities may subject it to
bankruptcy
or liquidation events given the volatile nature of digital assets; and |
|
● |
Trading
on Upstream is not subject to the enhanced investor protections provided by the Exchange
Act
and Nasdaq. |
Any
of the above or other uncertainties relating to Upstream could adversely impact our Preferred Shareholders and more specifically Preferred
Shareholders who move their shares to Upstream.
The
information in Item 7.01 of this report, is furnished pursuant to Item 7.01 of Form 8-K and 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 in Item 7.01 of this report, shall not be deemed to be incorporated by reference in the filings of the registrant under
the Securities Act of 1933.
Item
9.01 |
Financial
Statements and Exhibits |
(d)
Exhibits.
Exhibit
No. |
|
Exhibit |
|
|
|
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:
June 29, 2023 |
By: |
/s/
Charles W. Allen |
|
Name: |
Charles
W. Allen |
|
Title: |
Chief
Executive Officer |
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