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 28, 2023 was $1.40. HOLDERS As of March 28, 2023, there were 180 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 On January 5, 2022, the Board of Directors (the “Board”) of the Company declared a non-recurring special dividend of $0.05 for each outstanding share of Common Stock of the Company. The dividend was payable to holders of record as of the close of business on March 17, 2022. Shareholders were provided the option to receive proceeds of their dividend payable in either cash or Bitcoin. This dividend was considered to be a return of capital distribution for IRS income tax purposes as the value was in excess of the Company’s accumulated earnings. The total value of dividends paid in 2022 was approximately $631,000. The Company will evaluate the appropriateness of potential future dividends as the Company continues to grow its operations. In the first quarter of 2023, the Company announced that it had created a new Series V Convertible Preferred Stock (the “Series V”) with plans to distribute the Series V to each shareholder of record as of March 27, 2023. Due to anticipated changes to the structure, the Company delayed the key dates including the record and payments dates of the Series V distribution. The Company is actively working with relevant parties to ensure a smooth process of the distribution moving forward. 9 RECENT SALES OF UNREGISTERED SECURITIES In addition to those unregistered securities previously disclosed in reports filed with the SEC, during the year ended December 31, 2022, 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 (1) January 2, 2022 1,645,834 shares of restricted stock units Performance awards Non-Employee Directors (1) January 2, 2022 95,544 shares of restricted stock units Compensation for services Executive officer (1) February 22, 2022 45,767 shares of restricted stock units Compensation for services Executive officer (1) February 22, 2022 160,183 shares of restricted stock units Performance awards Non-Employee Director (1) October 1, 2022 7,962 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. ITEM 6. [RESERVED]