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By: Matt Rego

Shares of blockchain and online digital currency retailer, BTCS Inc. (OTCQB: BTCS) continues to see shares face significant downside pressure. The company is down around 30% in the early trading hours on Monday, June 20, 2016, on heavy volume.  Within the first hour of trading, over 4.6 million shares or around $105,000 in dollar volume had already exchanged hands. On a year to date basis, BTCS Inc. (OTCQB: BTCS) has seen over 67% of its share price evaporate. However, a vast majority of those losses have accumulated in the past couple of weeks.

On June 6, 2016, BTCS Inc. (OTCQB: BTCS) had a share price of around $0.11. Two weeks later, shares of the blockchain digital currency company are now worth $0.0184. First off, the company’s very poor first quarter results continue to weigh on investors. The company reported current assets of $127,000, current liabilities of $5.4 million, and a net loss of $2 million, during the first three months of 2016.

However, the factor that is really driving the steep declines over the past two weeks came in the form of an 8-K filing, which detailed the company’s obligation to exercise a warrant that will flood an additional 37.9 million shares into the market. This mass flood of additional shares vastly diluted shareholder value and the stock’s share price. Investors have a considerably bumpy road to recovery in BTCS Inc. (OTCQB: BTCS) as the company continues to try an navigate through a still-emerging industry in Bitcoin, dealing with a serious debt issue, and trying to get shareholder confidence back after these latest developments. Here is the 8-K detailing of the warrant exercise:




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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 8, 2016


(Exact Name of Registrant as Specified in Charter)


Nevada   000-55141   90-1096644
(State or other jurisdiction
of incorporation)

File Number)

  (IRS Employer
Identification No.)


1901 N Moore St, Suite 700

Arlington, VA



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))

Item 1.01 Entry into a Material Definitive Agreement.

Item 3.02 Unregistered Sales of Equity Securities.

Item 3.03 Material Modification to Rights of Security Holders.

On June 8, 2016, BTCS Inc. (the “Company”) and an investor (the “Investor”) holding a warrant dated January 19, 2015 (the “Warrant”) to purchase 2,325,000 share (the “Warrant Shares”) of the Company’s common stock (“Common Stock”) entered into a warrant exercise agreement (the “Exercise Agreement”).

Pursuant to the Exercise Agreement, the Company agreed to accept as full payment for 500,000 of the Warrant Shares, an aggregate exercise price equal to $27,500 (the “Exercise Price”) and the Investor irrevocably agreed to exercise the Warrant and deliver the Exercise Price within 2 days of the Exercise Agreement.

As a result of the Company’s agreement to accept the Exercise Price for the Warrant Shares, the Company became obligated to issue, subject to certain limitations, the following additional securities and to adjust the exercise price of the following warrants of the Company: (i) issue 37,879,853 shares of Common Stock; (ii) issue warrants to purchase 76,525,778 shares of Common Stock; (iii) adjust the exercise price to $0.055 per share of certain outstanding warrants to purchase 10,200,000 shares of Common Stock; (iv) adjust the exercise price to $0.069 per share of certain outstanding warrants to purchase 17,558,352 shares of Common Stock; and (v) lower the conversion price of the Company’s outstanding junior and senior convertible notes to $0.055. The Company does not currently have the sufficient authorized and unreserved shares to fulfill its obligations with respect to the issuance of new shares of Common Stock. While no assurances can be made, the Company intends to seek shareholder approval to adjust the Company’s capitalization or to seek releases from reservations of shares from certain investors.

The foregoing information is a summary of the Exercise Agreement, is not complete, and is qualified in its entirety by reference to the full text of the Exercise Agreement, which is attached as an exhibit to this Current Report on Form 8-K. Readers should review the Exercise Agreement for a complete understanding of the terms and conditions associated with this transaction.

Item 9.01 Financial Statements And Exhibits.

(d) Exhibits. The following exhibits are filed with this Report:

Exhibit Number   Description
10.1   Form of Warrant Exercise Agreement



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.

Dated: June 10, 2016 By: /s/ Charles W. Allen
    Charles W. Allen
    Chief Executive Officer



THIS WARRANT EXERCISE AGREEMENT (the “Agreement”), dated as of June 8, 2016, is being executed and delivered by and between BTCS Inc. (formerly Bitcoin Shop, Inc.), a Nevada corporation (“BTCS”), and the undersigned warrant holder (the “Holder”) in order to amend set forth the terms of the Holder’s irrevocable exercise of that certain warrant to purchase 2,325,000 shares (the “Warrant Shares”) of BTCS’ common stock that was originally issued on January 19, 2015 (the “Warrant”), which Warrant is held by the Holder.


NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the sufficiency, mutuality and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

  1. Agreement to Exercise . The Holder hereby irrevocably agrees to exercise the Warrant and deliver to BTCS the Exercise Price (as defined in Section 2 of this Agreement), in immediately available funds, pursuant to the Warrant and as set forth in this Agreement on or prior to June 9, 2016.
  1. Consideration for Agreement . On execution of this Agreement, the Company agrees to accept, as full payment for 500,000 of the Warrant Shares, an aggregate exercise price equal to $27,500 (the “Exercise Price”), which Exercise Price is the equivalent of $.055 per Warrant Share.
  1. Acknowledgement . The Holder acknowledges that pursuant to various outstanding securities of BTCS, the effect of this Agreement will be that BTCS will be required to issue additional securities and reduce conversion or exercise prices of certain BTCS’s securities in order to satisfy its price protection obligations to certain investors.
  1. Miscellaneous .

(a) Captions; Certain Definitions . Titles and captions of or in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any of its provisions. All capitalized terms not otherwise defined herein shall have the meaning therefor, as set forth in the Warrant.

(b) Controlling Law . This Agreement is governed by, and shall be construed and enforced in accordance with the laws of the State of New York (except the laws of that jurisdiction that would render such choice of laws ineffective).

(c) Counterparts . This Agreement may be executed in one or more counterparts (one counterpart reflecting the signatures of all parties), each of which shall be deemed to be an original, and it shall not be necessary in making proof of this Agreement or its terms to account for more than one of such counterparts. This Agreement may be executed by each party upon a separate copy, and one or more execution pages may be detached from a copy of this Agreement and attached to another copy in order to form one or more counterparts.

BTCS Inc. (“BTCS”) is an early mover in the blockchain and digital currency ecosystems and the first “Pure Play” U.S. public company focused on blockchain technologies. They secure the blockchain through our transaction verification services business and plan to build a broader ecosystem to capitalize on opportunities in this fast-growing multi-billion dollar industry. We are scaling our low cost transaction verification services business and believe this will provide revenue growth as we evaluate and build additional consumer solutions that leverage blockchain technology.