BTCS INC. Item 3.03 Material Modification to Rights of Security Holders.
On
The record and the payment dates for Series V have been set by a Special
Committee of the Board of Directors (the "Board") as
The following descriptions set forth brief summaries of the Amendment of the Series V, and are qualified in their entirety by the full text of the Amendment, a copy of which is filed herewith as Exhibit 3.1.
Item Original Series V Preferred Revised Series V Preferred
Convertibility Right but not obligation to Series V is no longer
convert into one share of convertible into common
common stock stock
Duration ? Non-Convertible after ? Perpetual preferred stock
December 31, 2024
? Forced conversion after
one year at option of
the Company
Liquidation Preference ? No rights or eligibility ? 20% liquidation
to any distributions of preference over our
assets of the Company common stock
Dividends/Distributions ? No rights ? eligible at the
discretion of the board
for dividends and/or
distributions made to
common holders
? eligible at the
discretion of the board
for dividends and/or
distributions up to 20%
per annum which the
common shareholders would
not be entitled to
The Board also approved, in accordance with the 2021 Equity Incentive Plan, to provide the holders of the Company's restricted stock units with the Dividend. The holders of the Company's restricted stock units are executive officers of the Company.
While the Board declared the Dividend and the record date has been set, the Board retains the right and ability to not proceed with the Dividend for any reason at any time prior to the distribution of Series V to the holders of record. While the Board and the Company intend and desire to effect the Dividend, we may be unable to do so as intended for a number of reasons, including some of which are beyond our control. For example, the Company's ability to affect the Dividend will depend on actions involving certain third parties, such as obtaining DTC-eligibility for the Series V which would allow the Series V to be held at DTC and traded through its electronic book-entry system which will be necessary to distribute the shares into brokerage accounts. The Company's determination to proceed or not proceed with the Dividend will be publicly disseminated by the filing of a subsequent Current Report on Form 8-K disclosing the decision or other public disclosure. If we determine not to proceed with the Dividend for any reason, holders of record as of the record date will not receive any of the perceived or anticipated benefits of the securities described in this Form 8-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated by reference in its entirety into this Item 5.03.
Item 7.01 Regulation FD Disclosure.
On
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
3.1 Certificate of Amendment to the Series V Certificate of Designation 99.1 Press Release dated April 19, 2023+ 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
+ Furnished herewith.
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