BTCS Inc. 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. MARKET INFORMATION Our Common Stock is listed and traded on the Nasdaq Stock Market under the symbol “BTCS”. The last reported sale price of our Common Stock on March 9, 2022 was $3.99. HOLDERS As of March 9, 2022, there were 118 stockholders of record of our Common Stock, one of which is Cede & Co., a nominee for Depository Trust Company, or DTC. Shares of Common Stock that are held by financial institutions as nominees for beneficial owners are deposited into participant accounts at DTC and are considered to be held of record by Cede & Co. as one stockholder. DIVIDENDS We have not paid any cash dividends through December 31, 2021. On January 5, 2022, the board of directors of the Company declared a non-recurring special dividend of $0.05 for each outstanding share of Common Stock of the Company. The dividend is payable to holders of record as of the close of business on March 17, 2022. Shareholders are being provided the option to receive proceeds of their dividend payable in either cash or Bitcoin. The Bividend and cash equivalent dividend for those not electing to receive a Bividend will be paid as soon practical after the record date. The Company will evaluate the appropriateness of potential future dividends as the Company continues to grow its operations. 10 RECENT SALES OF UNREGISTERED SECURITIES In addition to those unregistered securities previously disclosed in reports filed with the Securities and Exchange Commission (the “SEC”), during the year ended December 31, 2021, we have issued securities without registration under the Securities Act, as described below. Name or Class of Investor Date of Sale No. of Securities Reason for Issuance Executive Officers and Non-Employee Director (1) January 1, 2021 275,000 shares of restricted stock units Performance awards Non-Employee Directors (1) April 1, 2021 15,000 shares of restricted stock units Performance awards Executive officer (1) December 1, 2021 29,363 shares of restricted stock units Compensation for services (1) Exempt under Section 4(a)(2) of the Securities Act and Regulation 506(b) thereunder. The securities were issued to an accredited investor and there was no general solicitation. 11 ITEM 6. [RESERVED]