Item 5. Other Information
ITEM
5 Other Information
On
November 4, 2021, Mr. Andrew Lee resigned as the Company’s Chief Financial Officer. In connection with the resignation, the Board
of Directors appointed Mr. Charles Allen, the Company’s current Chairman of the Board and Chief Executive Officer as the Company’s
interim Chief Financial Officer. Mr. Allen will not receive any additional compensation for his interim role as Chief Financial Officer.
The Company anticipates hiring a new Chief Financial Officer by December 31, 2021.
Mr.
Allen has served as our Chief Executive Officer since February 2014 and as our Chairman of the Board since September 2014. Mr. Allen
previously served as the Company’s Chief Financial Officer from February 2014 until June 28, 2021.
ITEM
6 Exhibits
The
exhibits listed in the accompanying “Exhibit Index” are filed or incorporated by reference as part of this Form 10-Q.
29
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 thereunto duly authorized.
BTCS
Inc.
November
9, 2021
By:
/s/
Charles Allen
Charles
Allen
Chief
Executive Officer and Chief Financial Officer
(Principal
Executive Officer and Principal Financial Officer)
30
EXHIBIT
INDEX
Incorporated
by Reference
Filed
or Furnished
Exhibit
#
Exhibit
Description
Form
Date
Number
Herewith
1.1
At-The-Market Offering Agreement, dated September 14, 2021, 2020, by and between BTCS Inc. and H.C. Wainwright & Co., LLC.
8-K
9/14/21
1.1
3.1
Amended
and Restated Articles of Incorporation, as of May 2010
10-K
3/31/11
3.1
3.1(a)
Certificate
of Amendment to Articles of Incorporation - Increase Authorized Capital
8-K
3/25/13
3.1
3.1(b)
Certificate
of Amendment to Articles of Incorporation - Increase Authorized Capital
8-K
2/5/14
3.1
3.1(c)
Certificate
of Amendment to Articles of Incorporation - Reverse Stock Split
8-K
2/16/17
3.1
3.1(d)
Certificate
of Amendment to Articles of Incorporation - Reverse Stock Split
8-K
4/9/19
3.1
3.1(e)
Certificate
of Designation for Series A Preferred Stock
8-K
12/9/16
3.1
3.1(f)
Certificate
of Withdrawal of Certificate of Designation for Series A Preferred Stock
8-K
1/22/21
3.1
3.1(g)
Certificate
of Designation for Series B Convertible Preferred Stock
8-K
3/15/17
3.1
3.1(h)
Certificate
of Correction to Series B Convertible Preferred Stock
8-K
3/30/17
3.1
3.1(i)
Certificate
of Withdrawal of Certificate of Designation for Series B Convertible Preferred Stock
8-K
1/22/21
3.2
3.1(j)
Certificate
of Designation for Series C-1 Convertible Preferred Stock
8-K
10/10/17
3.1
3.1(k)
Amended
and Restated Certificate of Designation of Preferences, Rights and Limitations of Series C-1 Convertible Preferred Stock
8-K
12/7/17
3.2
3.1(l)
Certificate
of Amendment to the Series C-1 Certificate of Designation
8-K
12/3/19
4.1
3.1(m)
Certificate
of Withdrawal of Certificate of Designation for Series C-1 Preferred Stock
8-K
3/31/21
3.1
3.1(n)
Certificate
of Designation for Series C-2 Convertible Preferred Stock
8-K
1/4/21
4.1
3.1(o)
Certificate
of Correction to Series C-2 Convertible Preferred Stock
8-K
1/22/21
3.3
3.1(p)
Certificate of Change – Reverse Split
8-K
8/17/21
3.1
3.1(q)
Certificate of Withdrawal of Certificate of Designation with respect to the Company’s Series C-2 Preferred Stock.
8-K
10/26/21
3.1
3.2
Bylaws
S-1
5/29/08
3.2
4.1
Convertible
Note dated as of January 15, 2021
8-K
1/22/21
4.1
4.2
2021
Equity Incentive Plan
10-Q
5/13/21
4.2
10.1
Form
of Subscription Agreement – Series C-2 Convertible Preferred Stock
8-K
1/4/21
10.1
10.2
Series
D Warrant dated January 15, 2021
8-K
1/22/21
10.1
10.3
Form
of Securities Purchase Agreement, dated March 2, 2021, by and between the Company, the Purchasers and the Placement Agent+
8-K
3/4/21
10.1
10.4
Placement
Agent Agreement dated March 2, 2021 by and between the Company and A.G.P./Alliance Global Partners
8-K
3/4/21
10.2
10.5
Common
Stock Purchase Warrant dated March 2, 2021, by and between the Company and the Purchasers
8-K
3/4/21
10.3
10.6
Employment
Agreement - CFO
10-Q
8/6/21
10.6
31.1
Certification
of Principal Executive Officer (302)
Filed
32.1
Certification
of Principal Executive and Principal Financial Officer (906)
Furnished**
101.INS
Inline
XBRL Instance Document
Filed
101.SCH
Inline
XBRL Taxonomy Extension Schema Document
Filed
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
Filed
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document
Filed
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document
Filed
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
Filed
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
Filed
**
This
exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with
Item 601 of Regulation S-K.
+
Certain
schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy
of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request.
Copies
of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our shareholders
who make a written request to BTCS Inc., 9466 Georgia Avenue #124, Silver Spring, MD 20910, Attention: Corporate Secretary.
31
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.