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): July 27, 2016

 

BTCS Inc.

(Exact Name of Registrant as Specified in Charter)

 

Nevada   000-55141   90-1096644
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

1901 N Moore St, Suite 700

Arlington, VA

  22209
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (248) 764-1084

 

  

(Former name or former address, if changed since last report)

 

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 DFR 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))

 

 

 

 
 

 

Item 3.02 Unregistered Sales of Equity Securities.

 

Over the course of July 25, 2016 through August 1, 2016, BTCS Inc. (the “Company”) issued a total of 106,308,640 shares of the Company’s common stock (the “Common Stock”) for the conversion of $35,251 of principal and accrued interest on the Senior Secured Convertible Notes issued December 16, 2015 (the “Notes”). The issuances were exempt from registration pursuant to Rule 506 under Regulation D, the investors are sophisticated and familiar with our operations, and there was no solicitation in connection with the issuances. The dates of the issuances and the numbers of shares issued are as follows:

 

   Shares Issued for 
Date  Note Conversions 
July 25, 2016   7,500,000 
July 27, 2016   60,590,572 
July 29, 2016   11,448,412 
August 1, 2016   26,769,656 
Total Issued Shares   106,308,640 

 

None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to any of the purchasers. Following these issuances, there were 952,756,004 shares of our Common Stock issued and outstanding.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  BTCS INC.  
     
Dated: August 1, 2016 By: /s/ Charles W. Allen  
    Charles W. Allen  
    Chief Executive Officer