BTCS Inc. (OTCMKTS:BTCS) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities.
On March 27, 2017, BTCS Inc. (the Company)
discovered a calculation error (the Error) with
respect to the number of shares of Series B Convertible Preferred
Stock (the Preferred) issued to certain
investors who both participate in the Companys April 19, 2015
financing (the April Investors) and accepted the
securities exchange offer (the April Offer). The
Error is a result of the Company inadvertently applying the sixty
for one reverse split twice in its calculation of the number of
Preferred to be both authorized and issued. The Company issued
six investors an aggregate of 52,080 Preferred shares in order to
fulfill its obligation with respect to the April Offer and
correct the Error.
On March 28, 2017, the Company filed a Certificate of Correction
to amended the Certificate of Designation of the Preferred
originally filed with the Secretary of State of the State of
Nevada on March 15, 2017 to increase the number of shares of
Preferred by 52,080 to 1,160,941.
On March 28, 2017, the Company received conversion notices for
31,700 shares of Preferred and issued 6,340,000 shares of common
stock (the Common Issuance).
The Preferred issued to the April Investors and the Common
Issuance were not registered under the Securities Act, and were
issued in reliance upon the exemption from registration provided
by Sections 4(a)(2) and 3(a)(9), respectively, of the Securities
Act of 1933, as amended (the Securities Act) and
Rule 506 promulgated thereunder. Certificates representing these
shares will contain a legend stating the restrictions applicable
to such shares.
The following table details the Companys capitalization after
giving effect to the correction of the Error and Common Issuance.
| Class of Security | Shares of Common Stock as Converted | |||
| Common Stock Issued and Outstanding | 41,708,053 | |||
|
Series B Preferred Stock (1,129,241 shares of Preferred at a 1:200 conversion ratio) |
225,848,200 | |||
| Warrants to Purchase Common Stock | 105,313,909 | |||
| Total Shares Fully Diluted | 372,870,162 | |||
The 105,313,909 warrants include: i) 12,645,085 warrants with a
strike price of $0.025 and an expiration date of January 21,
2020, and ii) 92,668,805 warrants with a strike price of $0.032
and an expiration date of April 16, 2020.
Item 5.03 Amendments To Articles Of Incorporation Or
Bylaws; Change In Fiscal Year
See Item 3.02, incorporated by reference herein, disclosing the
filing of the Certificate of Correction to the Certificate of
Designation.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 3.1 |
Form of Corrected Certificate of Designation of Series B Preferred Stock. |
About BTCS Inc. (OTCMKTS:BTCS)
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. BTCS Inc. (OTCMKTS:BTCS) Recent Trading Information
BTCS Inc. (OTCMKTS:BTCS) closed its last trading session down -0.0111 at 0.0470 with shares trading hands.