BTCS Inc (BTCS)

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Under the terms of the Letter of Intent (LOI) document, BCG shareholders will receive a combination of common stock, convertible preferred stock and warrants equal to 75% of the fully-diluted equity securities of the BTCS post-closing. Under the LOI, BTCS’ two current executive officers will receive 12% of the Fully Diluted Equity in the form of common stock, preferred stock or restricted stock units in a manner to be determined by BTCS.

A key condition of the LOI is that the existing holders of BTCS securities which have anti-dilution protection, redemption features and similar protections must be eliminated as determined solely by BCG. The LOI requires that BTCS implements an Equity Incentive Plan to acquire 20% of the Fully Diluted Equity which will be administered by an independent compensation committee. BTCS’ Chief Executive Officer, Charles Allen, shall be deemed an acceptable non-independent director.

As usual, the announcement ends with the disclaimer that there can be no assurance that the conditions to closing will be satisfied or the merger will be finalized.