BTCS Inc. — Capital/Financing Update 2016

Aug 1, 2016

8-K 1 form8-k.htm

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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): July 27, 2016

BTCS Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada	000-55141	90-1096644
(State
or other jurisdiction of incorporation)	(Commission File Number)	(IRS
Employer Identification No.)

| 1901 N Moore St, Suite 700 Arlington,

VA	22209
(Address
of principal executive offices)	(Zip
Code)

Registrant’s telephone number, including area code: (248) 764-1084

(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:

[ ] 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 DFR 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))

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Item 3.02 Unregistered Sales of Equity Securities.

Over the course of July 25, 2016 through August 1, 2016, BTCS Inc. (the “Company”) issued a total of 106,308,640 shares of the Company’s common stock (the “Common Stock”) for the conversion of $35,251 of principal and accrued interest on the Senior Secured Convertible Notes issued December 16, 2015 (the “Notes”). The issuances were exempt from registration pursuant to Rule 506 under Regulation D, the investors are sophisticated and familiar with our operations, and there was no solicitation in connection with the issuances. The dates of the issuances and the numbers of shares issued are as follows:

	Shares Issued for
Date	Note Conversions
July 25, 2016	7,500,000
July 27, 2016	60,590,572
July 29, 2016	11,448,412
August 1, 2016	26,769,656
Total Issued Shares	106,308,640

None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to any of the purchasers. Following these issuances, there were 952,756,004 shares of our Common Stock issued and outstanding.

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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.

| /s/

Charles W. Allen
Charles
W. Allen
Chief
Executive Officer

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