5 Other Information
−Removed: November 4, 2021, Mr.
−Removed: Andrew Lee resigned as the Company’s Chief Financial Officer.
−Removed: In connection with the resignation, the Board
−Removed: of Directors appointed Mr.
−Removed: Charles Allen, the Company’s current Chairman of the Board and Chief Executive Officer as the Company’s
−Removed: interim Chief Financial Officer.
−Removed: Allen will not receive any additional compensation for his interim role as Chief Financial Officer.
−Removed: The Company anticipates hiring a new Chief Financial Officer by December 31, 2021.
−Removed: Allen has served as our Chief Executive Officer since February 2014 and as our Chairman of the Board since September 2014.
−Removed: previously served as the Company’s Chief Financial Officer from February 2014 until June 28, 2021.
+Added: May 12, 2022, the Compensation Committee of the Board of Directors of the Company approved a performance based Annual Cash Incentive
+Added: Plan for the Company’s executives for fiscal year 2022.
+Added: If an executive meets their performance milestones, the executive will
+Added: receive a cash bonus in amount up to 48% to 107% of the applicable executive’s base salary, as detailed below:
+Added: Allen, the Company’s Chief Executive Officer is eligible to receive up to 107% of his base salary.
+Added: current base salary is $393,702;
+Added: Handerhan, the Company’s Chief Operating Officer is eligible to receive up to 60% of his base salary.
+Added: base salary is $275,000;
+Added: Prevoznik, the Company’s Chief Financial Officer is eligible to receive up to 50% of his base salary.
+Added: base salary is $175,000;
+Added: Paranjape, the Company’s Chief Technology Officer is eligible to receive up to 48% of his base salary.
+Added: base salary is $225,000.
exhibits listed in the accompanying “Exhibit Index” are filed or incorporated by reference as part of this Form 10-Q.
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Charles Allen
−Removed: Executive Officer and Chief Financial Officer
−Removed: Executive Officer and Principal Financial Officer)
−Removed: At-The-Market Offering Agreement, dated September 14, 2021, 2020, by and between BTCS Inc.
−Removed: Wainwright & Co., LLC.
−Removed: and Restated Articles of Incorporation, as of May 2010
−Removed: of Amendment to Articles of Incorporation - Increase Authorized Capital
−Removed: of Amendment to Articles of Incorporation - Increase Authorized Capital
−Removed: of Amendment to Articles of Incorporation - Reverse Stock Split
−Removed: of Amendment to Articles of Incorporation - Reverse Stock Split
−Removed: of Designation for Series A Preferred Stock
−Removed: of Withdrawal of Certificate of Designation for Series A Preferred Stock
−Removed: of Designation for Series B Convertible Preferred Stock
−Removed: of Correction to Series B Convertible Preferred Stock
−Removed: of Withdrawal of Certificate of Designation for Series B Convertible Preferred Stock
−Removed: of Designation for Series C-1 Convertible Preferred Stock
−Removed: and Restated Certificate of Designation of Preferences, Rights and Limitations of Series C-1 Convertible Preferred Stock
−Removed: of Amendment to the Series C-1 Certificate of Designation
−Removed: of Withdrawal of Certificate of Designation for Series C-1 Preferred Stock
−Removed: of Designation for Series C-2 Convertible Preferred Stock
−Removed: of Correction to Series C-2 Convertible Preferred Stock
+Added: Executive Officer
+Added: Executive Officer)
+Added: Articles of Merger
+Added: Agreement and Plan of Merger
+Added: Amended and Restated Articles of Incorporation, as of May 2010
+Added: Certificate of Amendment to Articles of Incorporation - Increase Authorized Capital
+Added: Certificate of Amendment to Articles of Incorporation - Increase Authorized Capital
+Added: Certificate of Amendment to Articles of Incorporation - Reverse Stock Split
+Added: Certificate of Amendment to Articles of Incorporation - Reverse Stock Split
Certificate of Change – Reverse Split
−Removed: Certificate of Withdrawal of Certificate of Designation with respect to the Company’s Series C-2 Preferred Stock.
−Removed: Note dated as of January 15, 2021
+Added: Amendment No.
+Added: 1 to the Bylaws
2021 Equity Incentive Plan
−Removed: of Subscription Agreement – Series C-2 Convertible Preferred Stock
−Removed: D Warrant dated January 15, 2021
−Removed: of Securities Purchase Agreement, dated March 2, 2021, by and between the Company, the Purchasers and the Placement Agent+
−Removed: Agent Agreement dated March 2, 2021 by and between the Company and A.G.P./Alliance Global Partners
−Removed: Stock Purchase Warrant dated March 2, 2021, by and between the Company and the Purchasers
−Removed: Agreement - CFO
−Removed: Certification
−Removed: of Principal Executive Officer (302)
−Removed: Certification
−Removed: of Principal Executive and Principal Financial Officer (906)
−Removed: XBRL Instance Document
−Removed: XBRL Taxonomy Extension Schema Document
−Removed: XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: XBRL Taxonomy Extension Definition Linkbase Document
−Removed: XBRL Taxonomy Extension Label Linkbase Document
−Removed: XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: Page Interactive Data File (embedded within the Inline XBRL document)
+Added: Form of Subscription Agreement – Series C-2 Convertible Preferred Stock
+Added: Series D Warrant dated January 15, 2021
+Added: Form of Securities Purchase Agreement, dated March 2, 2021, by and between the Company, the Purchasers and the Placement Agent+
+Added: Placement Agent Agreement dated March 2, 2021 by and between the Company and A.G.P./Alliance Global Partners
+Added: Common Stock Purchase Warrant dated March 2, 2021, by and between the Company and the Purchasers
+Added: Offer Letter – Michael Prevoznik
+Added: Certification of Principal Executive and Financial Officer (302)
+Added: Certification of Principal Financial Officer (302)
+Added: Certification of Principal Executive and Principal Financial Officer (906)
+Added: Instance Document
+Added: Taxonomy Extension Schema Document
+Added: Taxonomy Extension Calculation Linkbase Document
+Added: Taxonomy Extension Definition Linkbase Document
+Added: Taxonomy Extension Label Linkbase Document
+Added: Taxonomy Extension Presentation Linkbase Document
+Added: Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with
6 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.