Current Report Filing (8-k)
September 06 2017 - 3:01PM
Edgar (US Regulatory)
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): September 6, 2017
BTCS
Inc.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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000-55141
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90-1096644
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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9466
Georgia Avenue #124
Silver
Spring, MD
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20901
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(Address of principal
executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code:
(202) 430-6576
(Former
name or former address, if changed since last report)
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01
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Regulation FD Disclosure.
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On
September 6, 2017, BTSC Inc. (the “
Company
”) signed a non-binding term sheet (the “
Term Sheet
”)
with one of the four investors in the Company’s May 2017 Series C Convertible Preferred Stock financing (the “
May
Financing
”). In accordance with the Term Sheet, the Company shall raise a minimum of $1,000,000 and a maximum of $1,500,000
from the sale of Series C-1 Convertible Preferred Stock (the “
Series C-1
”). The Series C-1 will be convertible
at $0.085 per share and carry 100% warrant coverage with five-year warrants exercisable at $0.135 per share. This lead investor
agreed to invest $250,000 in the Series C-1 financing.
Key
conditions to the Term Sheet are that each investor in the May Financing waive various investor friendly covenants and agree that
the price protection provisions will expire 91 days following the closing of the proposed merger with Blockchain Global Ltd. The
Company agreed to use the cash proceeds to pay liabilities and for general corporate purposes including working capital.
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 hereunto duly authorized.
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BTCS
INC.
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Dated: September 6, 2017
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By:
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/s/
Charles W. Allen
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Charles W. Allen
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Chief Executive Officer
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