BTCS Inc. (OTCMKTS:BTCS) Files An 8-K Entry into a Material Definitive Agreement

BTCS Inc. (OTCMKTS:BTCS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

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On December 18, 2018, BTCS Inc. (the “Company”) issued a $200,000 promissory note to one institutional investor (the “Promissory Note”). The Promissory Note is due on September 18, 2019 and bears interest at a rate of 12%. In the event of default the Promissory Note bears interest at a rate of 20%. to a letter agreement entered into by the Company and the investor (the “Side Letter”), the investor was provided a 6 month right of first refusal on future financings.

The issuance of the Promissory Note is exempt from the registration requirements of the Securities Act of 1933 to Section 4(a)(2) and Rule 506(b) of Regulation D thereof. The institutional investor previously invested in securities of the Company; the Company did not engage in general solicitation or advertising with regard to the issuance and sale of the securities and has not offered securities to the public in connection with such issuance and sale. The investor represented that it is an accredited investor and purchased the securities for investment and not with a view to distribution.

The foregoing description of the Promissory Note and Side Letter, do not purport to be complete and are qualified in their entirety by reference to the provisions of such agreements, the forms of which is filed as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities.

See Items 1.01 which is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

10.1 Form of Promissory Note
10.2 Form of Side Letter

BTCS Inc. Exhibit
EX-10.1 2 ex10-1.htm   PROMISSORY NOTE   $200,…
To view the full exhibit click here


BTCS Inc., formerly Bitcoin Shop, Inc., is engaged in the business of hosting an online e-commerce marketplace where consumers can purchase merchandise using digital currencies, including bitcoin and with operations in the blockchain and digital currency ecosystems. The Company operates a beta e-commerce marketplace, which accepts a range of digital currencies, have designed a beta secure digital currency storage solution BTCS Wallet. The Company’s transaction verification services business (bitcoin mining) enables running application-specific integrated circuit (ASIC) servers. The ASIC servers solve a set of prescribed mathematical calculations in order to add a block to the blockchain and thereby confirm bitcoin transactions. The Company’s beta e-commerce marketplace offers approximately 250,000 curated products and utilizes its Intelligent Shopping Engine to find competitive prices on products from over 250 retailers.

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