Item 3.03 Material Modification to Rights of Security Holders.

On January 30, 2023, the Company filed a Certificate of Designation (the "Certificate") with the Secretary of State of the State of Nevada designating 19.5 million shares of Series V. The following descriptions set forth brief summaries of the rights, preferences, and privileges of the Series V, and are qualified in their entirety by the full text of the Certificate, a copy of which is filed herewith as Exhibit 3.1.





Conversion

After such time as the Company obtains a Depository Trust Company ("DTC") eligible CUSIP number for the Series V and has provided conversion instructions (as described below), the holder will be entitled, at its sole option, to convert all but not less than all Series V then held by it, at the earlier of: (1) any time prior to redemption, and (2) on or prior to December 31, 2024, into duly authorized, validly issued, fully paid and nonassessable shares of common stock. Each share of Series V will convert to one share of common stock (a "Conversion Share"). To convert shares of Series V into shares of common stock, the holder must follow the conversion instructions provided for on the Company's website at www.btcs.com or provided for in a Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC").

Each share of Series V is intended to be convertible into one share of the Company's common stock listed on a foreign exchange or alternative trading market that utilizes blockchain technology (either, an "Exchange"), subject to certain approvals and the terms of the Certificate.





Redemption

The Board may, at its option, at any time after the one-year anniversary of issuance, redeem all but not less than all of the then outstanding shares of Series V by giving notice of such redemption. The redemption price for any shares of Series V to be redeemed will be payable in cash, out of funds legally available therefor, and will be equal to $0.001 per share.





Other Rights or Non-Rights.

The shares of Series V Preferred will not have any voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth in the Certificate.





                                 Risks Factors

While the Board has declared the Dividend, the Board may subsequently determine not to proceed with the Dividend, due to reasons beyond the Company's control.

While the Board declared the Dividend on January 27, 2023, the Board retains the right and ability to not proceed with the Dividend for any reason at any time prior to the distribution of Series V to the holders of record. While the Board and the Company intends and desires to effect the Dividend, we may be unable to do so as intended for a number of reasons, including some which are beyond our control. For example, the Company's ability to effect the Dividend will depend on actions involving certain third parties, such as: 1) obtaining a DTC eligible security and corresponding CUSIP number to allow the Series V to be held at DTC and traded through its electronic book-entry system which will be necessary to distribute the shares into brokerage accounts, and 2) selecting and procuring listing of the Conversion Shares on an Exchange. The Company's determination to proceed or not proceed with the Dividend will be publicly disseminated by the filing of a subsequent Current Report on Form 8-K disclosing the decision. If we determine not to proceed with the Dividend for any reason, holders of record as of the record date will not receive any of the perceived or anticipated benefits of the securities described in this Form 8-K.

Under the Certificate for the Series V, the Company will have broad discretion as to the fate of the Series V and Conversion Shares, and the Series V carries no rights or preferences other than the right to convert into Conversion Shares only after receiving conversion instructions or alternatively receive a nominal redemption payment in the future.

The Certificate setting forth the rights and limitations of the Series V confers broad authority upon the Company as to the fate of both the Series V and the Conversion Shares. For instance, the Company may, at any time after the one-year anniversary of the issuance date, elect to redeem the Series V at par value, in which case the holder will only receive a nominal cash amount rather than an equity interest in the Company and the benefit of any future dividends, appreciation in value or other potential benefits conferred by virtue of the Conversion Shares.

The Company also has the authority to determine the conversion notice procedures which have yet to be determined, if the Company does not announce the conversion procedures then Series V holders would not be entitled to convert and would only be entitled to the nominal redemption payment.

In addition, the Company has the authority to select and obtain listing for the Conversion Sharers on an Exchange, or to decline to seek or continue with such efforts. If following any such listing the Conversion Shares are delisted from an Exchange, the Company will have discretion to locate a new Exchange, transfer the Conversion Shares to the transfer agent, seek listing on Nasdaq, or do nothing and leave the matter to individual holders of Conversion Shares to take such action they may deem appropriate but using their own time and resources.

Other than the right to convert into Conversion Shares or receive a par value redemption, the Series V comes with no special rights or preferences, such as voting rights, dividend rights or liquidation preferences, that are often included in preferred stock, and are therefore subject to the superior rights of the common stock unless and until converted, and subject to the descriptions set forth elsewhere in this Form 8-K including the other Risk Factors contained herein.

Because currently outstanding shares of our common stock trade on Nasdaq and the Conversion Shares are expected to be listed for trading on a foreign exchange or alternative trading system, recipients of Conversion Shares are expected to face potential illiquidity, trading volatility and/or pricing discrepancies when compared to shares of common stock which trade on Nasdaq.

If a holder of Series V elects to convert their shares of Series V, the resulting Conversion Shares are expected to be listed on an Exchange which will either be a foreign exchange or an ATS. If the Conversion Shares are listed on an Exchange, the trading volumes and market prices for those Conversion Shares may be lower than comparable metrics of the common stock listed on Nasdaq, in general or in specific instances, and the holder may therefore face challenges in liquidating their Conversion Shares both as compared to our Nasdaq-listed common stock and in general. If the Conversion Shares are not listed on an Exchange, the holders' Conversion Shares will be relatively illiquid, and will need to locate a willing purchaser in the private markets in order to liquidate their Conversion Shares, which they may be unable to do in a reasonable timeframe, without undue costs, at desired prices or at all. . . .

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated by reference in its entirety into this Item 5.03.

Item 7.01 Regulation FD Disclosure.

On January 31, 2023, the Company issued a press release regarding the Dividend. A copy of the press release is furnished with this report as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits



3.1    Certificate of Designation - Series V
99.1   Press Release dated January 31, 2023+
104  Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Furnished herewith.

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