AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported): January 30, 2017
Name of Registrant as Specified in Charter)
or other jurisdiction
N Moore St, Suite 700
of principal executive offices)
telephone number, including area code: (202) 430-6576
name or former address, if changed since last report)
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))
8.01 Other Events.
January 30, 2017, BTCS Inc. (the “Company”) received 24,000,000 shares of Common Stock for cancelation for no consideration
(the “Escrow Shares”). The Escrow Shares were placed in escrow by Charles Allen our Chief Executive Officer, Chief
Financial Officer and Chairman, and Michal Handerhan, our Chief Operating Officer and corporate secretary (collectively, the “Principal
Stockholders”) pursuant a securities escrow agreement dated February 19, 2016 (the “Securities Escrow Agreement”).
to the Securities Escrow Agreement and for the benefit of the Company’s public shareholders the Principal Stockholders voluntarily
agreed to place stock certificates representing the Escrow Shares into escrow. The Company failed to list the Company’s
Common Stock on a national securities exchange on or before December 31, 2016 and failed to consummated the merger with Spondoolies-Tech
Ltd. on or before December 31, 2016. The escrow agent returned the shares to the Company for cancelation for no consideration.
9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits. The following exhibits are filed with this Report:
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.
January 30, 2017
Charles W. Allen|