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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): 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 |
||
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
dave@redchip.com