Form 8-K - Current report
13 Juillet 2023 - 2:30PM
Edgar (US Regulatory)
0001436229
false
0001436229
2023-07-11
2023-07-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 11, 2023
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)
430-6576
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
5.07 Submission of Matters to a Vote of Security Holders.
On
July 11, 2023, the 2023 annual meeting of stockholders (the “Annual Meeting”) of BTCS Inc., a Nevada corporation (the “Company”)
was held. The following proposals were submitted to a vote by the Company’s stockholders at the Annual Meeting:
|
(i) |
election
of five members to the Company’s Board of Directors for a one-year term expiring at the next annual meeting of stockholders;
|
|
|
|
|
(ii) |
approval
of an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from
97.5 million to 975 million shares; |
|
|
|
|
(iii) |
approval
of an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of preferred stock from
20 million to 200 million shares; |
|
|
|
|
(iv) |
ratification
of the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2023; |
|
|
|
|
(v) |
approval
of an amendment to the 2021 Equity Incentive Plan (“Plan”) to increase the number of shares of common stock authorized
for issuance under the Plan from 7 million to 12 million shares; and |
|
|
|
|
(vi) |
approval
of an adjournment of the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies
if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual
Meeting. |
All
of these proposals were described in more detail in the Company’s definitive proxy statement, as amended, filed with the Securities
and Exchange Commission on May 25, 2023. Set forth below are the voting results on the proposals submitted to the stockholders for approval
at the Annual Meeting.
Proposal
1. The Company’s stockholders voted to elect the following five directors to hold office for a one-year term expiring at the
next annual meeting of stockholders. Each of the five nominees was elected.
Directors |
|
Votes
For |
|
Votes
Withheld |
|
Broker
Non-Votes |
Charles
Allen |
|
5,802,628 |
|
120,465 |
|
3,276,551 |
Michal
Handerhan |
|
5,768,390 |
|
154,703 |
|
3,276,551 |
Melanie
Pump |
|
5,722,707 |
|
200,385 |
|
3,276,552 |
Charles
Lee |
|
5,319,438 |
|
603,654 |
|
3,276,552 |
Carol
Van Cleef |
|
5,308,339 |
|
614,753 |
|
3,276,552 |
Proposal
2. The Company’s stockholders voted to approve the amendment to the Company’s Articles of Incorporation to increase the
number of authorized shares of common stock from 97.5 million to 975 million shares. Proposal 2 passed.
Votes
For |
|
Votes
Against |
|
Abstentions |
7,546,868 |
|
1,593,071 |
|
59,702 |
Proposal
3. The Company’s stockholders voted to approve the amendment to the Company’s Articles of Incorporation to increase the
number of authorized shares of preferred stock from 20 million to 200 million shares. Proposal 3 did not pass.
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
5,256,938 |
|
799,415 |
|
22,352 |
|
3,120,939 |
Proposal
4. The Company’s stockholders voted to ratify the appointment of RBSM LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2023. Proposal 4 passed.
Votes
For |
|
Votes
Against |
|
Abstentions |
8,798,547 |
|
179,572 |
|
221,522 |
Proposal
5. The Company’s stockholders voted to approve an amendment to the Plan to increase the number of shares of common stock authorized
for issuance under the Plan from 7 million to 12 million shares. Proposal 5 passed. The amendment to the Plan is filed as Exhibit 4.1 to this Current Report on Form 8-K.
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
5,126,752 |
|
773,192 |
|
23,147 |
|
3,276,553 |
As
there were sufficient votes to approve proposals 1, 2, 4, and 5, proposal 6 was moot.
There
were 13,830,303 shares outstanding on the record date of the meeting and a total of 9,199,644 shares were voted or represented by proxy,
which represented approximately 66.518 % of the voting power entitled to vote at the Annual Meeting.
Item
8.01 Other Events.
On
July 11, 2023, the Company filed an Amendment to the Articles of Incorporation with the Nevada Secretary of State increasing the authorized
shares of common stock to 975 million shares. A copy of the amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits.
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:
July 13, 2023 |
By: |
/s/
Charles W. Allen |
|
Name: |
Charles
W. Allen |
|
Title: |
Chief
Executive Officer |
Exhibit 3.1
Exhibit
4.1
Amendment
No.2 to the
BTCS
Inc.
2021
Equity Incentive Plan
Section
4 of the BTCS Inc. 2021 Equity Incentive Plan (the “Plan”) is hereby amended by deleting Section 4.1 and replacing it with
the following:
4.1
Subject to adjustment in accordance with Section 11 and 4.2 below, Shares authorized for Awards granted under the Plan on and after the
Effective Date shall not exceed 12,000,000 shares. No more than 12,000,000 shares of Common Stock may be granted as Incentive Stock Options.
During the terms of the Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy
such Awards. Shares of Common Stock available for distribution under the Plan may consist, in whole or in part, of authorized and unissued
shares, treasury shares or shares reacquired by the Company in any manner.
v3.23.2
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
BTCS (NASDAQ:BTCS)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
BTCS (NASDAQ:BTCS)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024