Current Report Filing (8-k)
January 25 2023 - 4:31PM
Edgar (US Regulatory)
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0001436229
2023-01-19
2023-01-19
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xbrli:shares
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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): January 19, 2023
BTCS
INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
000-55141 |
|
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective
January 19, 2023, the Board of Directors (the “Board”) of BTCS Inc. (the “Company”) approved the issuance of
$50,000 of common stock to each independent director. The shares will be issued in four equal installments ($12,500) at the end of each
calendar quarter beginning March 31st, subject to continued service on each applicable issuance date. The number of shares issuable will
be based on the closing price of the Company’s common stock on the last trading day prior to the end of the applicable calendar
quarter.
The
Board also approved the following annual committee chair fees: $5,000 for the Audit Committee Chair, $5,000 for the Compensation Committee
Chair, and $5,000 for the Governance and Nominating Committee (collectively, the “Committee Chair Fees”). The Committee Chair
Fees are payable quarterly in four equal installments at the end of each calendar quarter. The annual Board fees remain unchanged at
$25,000 per indepndent director payable quarterly in four equal installments at the end of each calendar quarter.
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:
January 25, 2023 |
By: |
/s/
Charles W. Allen |
|
Name: |
Charles
W. Allen |
|
Title: |
Chief
Executive Officer |
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