Correspondence 0001493152-24-038277 from BTCS Inc. (BTCS)
BTCS Inc.
Date: Sept. 26, 2024 · CIK: 0001436229 · Accession: 0001493152-24-038277
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-277065
Referenced dates: March 4, 2024
Letter
BTCS Inc.
Georgia Avenue #124
Silver Spring, MD 20910
September 26, 2024
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Crypto Assets
Re: BTCS Inc.
Registration Statement on Form S-3
Filed February 14, 2024
File No. 333-277065
Ladies and Gentlemen:
This letter is submitted by BTCS Inc. (the “Company” or “BTCS”) in response to the comment letter dated March 4, 2024 issued by the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form S-3 filed February 14, 2024.
For your convenience, each of the Staff’s comments have been restated below in their entirety, with the Company’s responses set forth immediately beneath such comment.
Registration Statement on Form S-3
Cover Page
1. Please revise to disclose the amount of all securities offered pursuant to General Instruction I.B.6 during the prior 12 calendar month period. Refer to Instruction 7 to the General Instruction I.B.6 of Form S-3.
Response:
The Company has added this disclosure to the Form S-3/A.
General
2. Please confirm your understanding that we will not be in a position to declare your registration statement effective until all outstanding comments regarding your Form 10-K for the fiscal year ended December 31, 2022 have been resolved. In addition, to the extent that any comments related to our review of your Form 10-K apply to disclosure in the registration statement, please make corresponding revisions to all affected disclosure.
Response:
The Company confirms that the Form S-3 may not go effective until after all outstanding comments regarding the Form 10-K have been resolved.
Should the Staff have any additional questions or comments after reviewing this response letter, we would appreciate an opportunity to discuss these comments or questions with the Staff prior to the distribution of another comment letter. Please direct any questions concerning this response letter to Brian S. Bernstein, Esq. or Michael D. Harris, Esq. of Nason Yeager Gerson Harris & Fumero, P.A., the Company’s legal counsel, at 561-686-3307, bbernstein@nasonyeager.com and mharris@nasonyeager.com.
Sincerely,
BTCS
Inc.
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CORRESP
1
filename1.htm
BTCS
Inc.
9466
Georgia Avenue #124
Silver
Spring, MD 20910
September
26, 2024
VIA
EDGAR
Securities
and Exchange Commission
Division
of Corporation Finance
Office
of Crypto Assets
Re:
BTCS
Inc.
Registration
Statement on Form S-3
Filed
February 14, 2024
File
No. 333-277065
Ladies
and Gentlemen:
This
letter is submitted by BTCS Inc. (the “Company” or “BTCS”) in response to the comment letter dated March 4, 2024
issued by the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to the Company’s Registration Statement on Form S-3 filed February 14, 2024.
For
your convenience, each of the Staff’s comments have been restated below in their entirety, with the Company’s responses set
forth immediately beneath such comment.
Registration
Statement on Form S-3
Cover
Page
1. Please
revise to disclose the amount of all securities offered pursuant to General Instruction I.B.6
during the prior 12 calendar month period. Refer to Instruction 7 to the General Instruction
I.B.6 of Form S-3.
Response:
The
Company has added this disclosure to the Form S-3/A.
General
2. Please
confirm your understanding that we will not be in a position to declare your registration
statement effective until all outstanding comments regarding your Form 10-K for the fiscal
year ended December 31, 2022 have been resolved. In addition, to the extent that any comments
related to our review of your Form 10-K apply to disclosure in the registration statement,
please make corresponding revisions to all affected disclosure.
Response:
The
Company confirms that the Form S-3 may not go effective until after all outstanding comments regarding the Form 10-K have been resolved.
1
Should
the Staff have any additional questions or comments after reviewing this response letter, we would appreciate an opportunity to discuss
these comments or questions with the Staff prior to the distribution of another comment letter. Please direct any questions concerning
this response letter to Brian S. Bernstein, Esq. or Michael D. Harris, Esq. of Nason Yeager Gerson Harris & Fumero, P.A., the Company’s
legal counsel, at 561-686-3307, bbernstein@nasonyeager.com and mharris@nasonyeager.com.
Sincerely,
BTCS
Inc.
By:
/s/Charles
Allen
Charles
Allen, CEO
cc:
Brian
Bernstein, Esq.
Michael
Harris, Esq.
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