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 19, 2024 was $1.22. HOLDERS As of March 19, 2024, there were 177 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 Effective January 27, 2023, the Company’s Board of Directors (the “Board”) approved the issuance of a newly designated Series V Preferred Stock (“Series V”) on a one-for-one basis to the Company’s shareholders (including restricted stock unit holders and warrant holders who were entitled to such distribution). The distribution of Series V shares was approved and completed on June 2, 2023 to shareholders as of the record date of May 12, 2023. The Series V: (i) is non-convertible, (ii) has a 20% liquidation preference over the shares of common stock, (iii) is non-voting and (iv) has certain rights to dividends and distributions (at the discretion of the Board). A total of 14,542,803 shares of Series V Preferred Stock were distributed to shareholders on June 2, 2023. In June 2023, the Series V shares commenced trading on Upstream, a Merj Exchange market (“Upstream”). In November 2023, Upstream announced that it was no longer providing U.S. individuals with the ability to trade on Upstream. All Series V shares owned by U.S investors were returned to the transfer agent. On January 5, 2022, the Board declared a non-recurring special dividend of $0.05 for each outstanding share of Common Stock of the Company, 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. The dividend distributions were considered a return of capital distribution for IRS income tax purposes as the value was in excess of the Company’s current and accumulated earnings and profits. The return of capital distribution reduces the Company’s additional paid in capital balance. 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. 14 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, 2023, we have issued securities without registration under the Securities Act of 1933 (the “Securities Act”), as described below. Name or Class of Investor Date of Sale No. of Securities Reason for Issuance Executive Officers (1) January 1, 2023 354,713 shares of restricted stock Performance awards Executive Officers (1) January 1, 2023 50,000 shares of restricted stock units Compensation for services Non-Employee Directors (1) March 31, 2023 27,576 shares of restricted stock Compensation for services Non-Employee Directors (1) June 30, 2023 31,647 shares of restricted stock Compensation for services Non-Employee Directors (1) September 29, 2023 39,894 shares of restricted stock Compensation for services Non-Employee Director (1) December 29, 2023 23,007 shares of restricted stock 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]