Securities Registration Statement (s-1/a)
December 05 2017 - 2:46PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on December 5, 2017
Registration
No. 333- 219893
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 2
to
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
BTCS
I
nc
.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
7372
|
|
90-1096644
|
(State
or other jurisdiction of
|
|
(Primary
Standard Industrial
|
|
(I.R.S.
Employer
|
incorporation
or organization)
|
|
Classification
Code Number)
|
|
Identification
Number)
|
9466
Georgia Avenue #124
Silver
Spring, MD 20901
(202)
430-6576
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Charles
W. Allen
Chief
Executive Officer
BTCS
Inc.
9466
Georgia Avenue #124
Silver
Spring, MD 20901
(202)
430-6576
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
With
a copy to:
Michael
D. Harris Esq.
Nason,
Yeager, Gerson, White & Lioce, P.A.
3001
PGA Blvd., Suite 305
Palm
Beach Gardens, FL 33410
(561)
471-3507
Approximate
date of commencement of proposed sale to the public:
As
soon as practicable after the Registration Statement, as filed on August 10, 2017 and amended on November 29, 2017, is declared
effective.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box: [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering.
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated
filer,” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer [ ]
|
|
Accelerated
filer [ ]
|
Non-accelerated
filer [ ] (Do not check if a smaller reporting company)
|
|
Smaller
reporting company [X]
|
|
|
Emerging
growth company [ ]
|
If
an emerging growth company, indicate by checkmark if the registrant has not elected to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
[ ]
EXPLANATORY
NOTE
This
Amendment No. 2 (this “Amendment”) to the Registration Statement on Form S-1 (File No. 333-219893), which was filed
with the Securities and Exchange Commission on August 10, 2017, and amended on November 29, 2017 (as amended, the “Registration
Statement”), is being filed solely to furnish Exhibit 101 to the Form S-1 in accordance with Rule 405 of Regulation S–T.
No
other changes have been made to the Amendment No. 1 to Form S-1. This Amendment does not reflect events that may have occurred
subsequent to November 29, 2017, and does not modify or update in any way disclosures made in the Registration Statement.
EXHIBIT
INDEX
|
|
|
|
|
|
Incorporated by Reference
|
Exhibit
No.
|
|
Description
|
|
Filed/Furnished
Herewith
|
|
Form
|
|
Exhibit
No.
|
Filing
Date
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
Articles of Incorporation, as Amended
|
|
|
|
10-K
|
|
3.1
|
3/31/11
|
|
|
|
|
|
|
|
|
|
|
3.1(a)
|
|
Amendment No. 1 To Articles of Incorporation
|
|
|
|
8-K
|
|
3.1
|
3/25/13
|
|
|
|
|
|
|
|
|
|
|
3.1(b)
|
|
Amendment No. 2 To Articles of Incorporation
|
|
|
|
8-K
|
|
3.1
|
2/5/14
|
|
|
|
|
|
|
|
|
|
|
3.1(c)
|
|
Certificate of Designation for Series A Preferred Stock
|
|
|
|
8-K
|
|
3.1
|
12/9/16
|
|
|
|
|
|
|
|
|
|
|
3.1(d)
|
|
Certificate of Designation for Series B Convertible Preferred Stock
|
|
|
|
8-K
|
|
3.1
|
3/15/17
|
|
|
|
|
|
|
|
|
|
|
3.1(e)
|
|
Certificate of Designation for Series C Convertible Preferred Stock
|
|
|
|
8-K
|
|
10.1
|
5/26/17
|
|
|
|
|
|
|
|
|
|
|
3.1(f)
|
|
Certificate of Designation for Series C-1 Convertible Preferred Stock
|
|
|
|
8-K
|
|
3.1
|
10/10/17
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
Certificate of Amendment filed February 13, 2017
|
|
|
|
8-K
|
|
3.1
|
2/16/17
|
|
|
|
|
|
|
|
|
|
|
3.3
|
|
Bylaws of TouchIT Technologies, Inc.
|
|
|
|
S-1
|
|
3.2
|
5/29/08
|
|
|
|
|
|
|
|
|
|
|
3.4
|
|
Articles of Merger
|
|
|
|
8-K/A
|
|
3.1
|
7/31/15
|
|
|
|
|
|
|
|
|
|
|
3.5
|
|
Agreement and Plan of Merger
|
|
|
|
8-K/A
|
|
3.2
|
7/31/15
|
|
|
|
|
|
|
|
|
|
|
5.1
|
|
Opinion of Nason, Yeager, Gerson, White & Lioce, P.A
|
|
|
|
S-1/A
|
|
5.1
|
11/29/17
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
Amendment to Subscription Agreement
|
|
|
|
8-K
|
|
10.6
|
6/7/16
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
Form of Warrant Exercise Agreement, dated as of June 8, 2016
|
|
|
|
8-K
|
|
10.1
|
6/10/16
|
|
|
|
|
|
|
|
|
|
|
10.3
|
|
Form of Series A Warrant
|
|
|
|
8-K
|
|
10.2
|
5/26/17
|
|
|
|
|
|
|
|
|
|
|
10.4
|
|
Form of Additional Warrant
|
|
|
|
8-K
|
|
10.3
|
5/26/17
|
|
|
|
|
|
|
|
|
|
|
10.5
|
|
Form of Bonus Warrant
|
|
|
|
8-K
|
|
10.4
|
5/26/17
|
|
|
|
|
|
|
|
|
|
|
10.6
|
|
Form of Registration Right Agreement dated as of May 24, 2017
|
|
|
|
8-K
|
|
10.5
|
5/26/17
|
|
|
|
|
|
|
|
|
|
|
10.7
|
|
Form of Securities Purchase Agreement dated as of May 24, 2017
|
|
|
|
8-K
|
|
10.6
|
5/26/17
|
|
|
|
|
|
|
|
|
|
|
10.8
|
|
Employment Agreement – Charles Allen
|
|
(2)
|
|
10-K
|
|
10.8
|
6/23/2017
|
|
|
|
|
|
|
|
|
|
|
10.9
|
|
Employment Agreement – Michael Handerhan
|
|
(2)
|
|
10-K
|
|
10.9
|
6/23/2017
|
|
|
|
|
|
|
|
|
|
|
16.1
|
|
Letter re change in certifying accountant from Marcum LLP
|
|
|
|
8-K
|
|
16.1
|
4/26/16
|
|
|
|
|
|
|
|
|
|
|
21.1
|
|
List of Subsidiaries
|
|
S-1/A
|
|
21.1
|
|
|
11/29/17
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
Consent of RBSM LLP
|
|
S-1/A
|
|
23.1
|
|
|
11/29/17
|
|
|
|
|
|
|
|
|
|
|
23.2
|
|
Consent of Marcum LLP
|
|
S-1/A
|
|
23.2
|
|
|
11/29/17
|
|
|
|
|
|
|
|
|
|
|
23.3
|
|
Consent of Nason, Yeager, Gerson, White & Lioce, P.A
|
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL
Instance Document
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL
Taxonomy Extension Calculation Linkbase
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition Linkbase
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL
Taxonomy Extension Label Linkbase
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL
Taxonomy Extension Presentation Linkbase
|
|
(1)
|
|
|
|
|
|
(1)
|
Filed
herein
|
(2)
|
Management
contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
|
(3)
|
Contained
in Exhibit 5.1
|
SIGNATURES
Pursuant
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 thereunto duly authorized.
|
BTCS
Inc.
|
December
5, 2017
|
|
|
|
By:
|
/s/
Charles Allen
|
|
|
Charles
Allen
|
|
|
Chief
Executive Officer and Chief Financial Officer
|
|
|
(Principal
Executive Officer and Principal Financial and
|
|
|
Accounting
Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Charles Allen
|
|
Chief
Executive Officer and Chief Financial Officer
|
|
December
5, 2017
|
Charles
W. Allen
|
|
(Principal
Executive Officer and Principal Financial and Accounting Officer) and Chairman of the Board of Directors
|
|
|
|
|
|
|
|
/s/
Michal Handerhan
|
|
Director
|
|
December
5, 2017
|
Michal
Handerhan
|
|
|
|
|
|
|
|
|
|
/s/
David Garrity
|
|
Director
|
|
December
5, 2017
|
David
Garrity
|
|
|
|
|
|
|
|
|
|
/s/
Jonathan Read
|
|
Director
|
|
December
5, 2017
|
Jonathan
Read
|
|
|
|
|