Current Report Filing (8-k)
October 03 2022 - 6:01AM
Edgar (US Regulatory)
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2022-10-01
2022-10-01
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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): October 1, 2022
BTCS
INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
001-40792 |
|
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)
987-8368
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:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, $0.001 par value |
|
BTCS |
|
The
Nasdaq Stock Market
(The
Nasdaq Capital Market) |
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
October 1, 2022, the Board of Directors (the “Board”) of BTCS Inc. (the “Company”) appointed Melanie Pump as
a member of the Board. There is no arrangement or understanding between Ms. Pump, and any other persons pursuant to which Ms. Pump was
selected as a director. Ms. Pump was also appointed as the Chairperson of the Audit and Compensation Committees. Since the beginning
of fiscal 2020 through the date hereof, there have been no transactions with the Company, and there are currently no proposed transactions
with the Company in which Ms. Pump had or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation
S-K.
As
compensation for her service as a director and Chairperson of the Committees, Ms. Pump will receive: (i) annual cash compensation of
$25,000 and $5,000 for each Committee ($10,000 in total), and (ii) 7,962 restricted stock units which will vest on December 31, 2022.
Item
7.01 Regulation FD Disclosure.
On
October 3, 2022, the Company issued a press release announcing the appointment of Melanie Pump 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
(d)
Exhibits.
Exhibit
No. |
|
Description |
|
|
|
99.1 |
|
BTCS Inc. Press Release |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
October 3, 2022 |
By: |
/s/
Charles W. Allen |
|
|
Name:
|
Charles
W. Allen |
|
|
Title: |
Chief
Executive Officer |
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