Current Report Filing (8-k)
05 April 2021 - 8:12PM
Edgar (US Regulatory)
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.
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
|