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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Changes in Registrant’s Certifying Accountant. (a) Dismissal of Independent Registered Public Accounting Firm On March 30, 2026, the Board of Directors of BTCS Inc. (the “Company”), on the recommendation of the Audit Committee, approved the dismissal of RBSM LLP (“RBSM”) as the Company’s independent registered public accounting firm. The reports of RBSM on the Company’s financial statements for the years ended December 31, 2025 and 2024 did not contain an adverse opinion or a disclaimer of op…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On March 13, 2026, upon the recommendation of the Compensation Committee of the Board of Directors (the “Board”) of BTCS Inc. (the “Company”), the Board approved revisions to the Company’s 2026 Annual Performance Incentive Program applicable to the Company’s executive officers and employees. These revised milestones replace the performance mileston…
Results of Operations and Financial Condition On March 11, 2026, BTCS Inc. issued an investor presentation, which is attached hereto as Exhibit 99.1, and incorporated herein by reference. The investor presentation contained selected financial results for the year ended December 31, 2025. The foregoing and Exhibit 99.1 are being furnished and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise be subject to the…
Results of Operations and Financial Condition On January 7, 2026, BTCS Inc. issued a press release containing a letter to its shareholders, which is attached hereto as Exhibit 99.1, and incorporated herein by reference. The letter to shareholders contained selected financial results for the year ended December 31, 2025. The foregoing and Exhibit 99.1 are being furnished and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 1, 2026, upon recommendation of the Compensation Committee of the Board of Directors (“Board”) of BTCS Inc. (the “Company”), which recommendation was made following consultation with an independent third-party compensation consultant, the Board approved the following actions or determinations which are described below. 2025 Annual Perfor…
The issuance of the shares of common stock is expected to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as the recipients are employees of the Company who qualify as accredited investors or the issuances otherwise meet the requirements for exemption under applicable securities laws.
Entry into a Material Definitive Agreement. On September 4, 2025, the Board of Directors (the “Board”) of BTCS Inc. (the “Company”) approved a share repurchase program (the “Repurchase Program”). Under the Repurchase Program, the Company is authorized to repurchase up to an aggregate of $50 million of its common stock over a three-year period, subject to certain conditions. The Repurchase Program permits the Company to repurchase shares of common stock from time to time in the open market, in…
Other Events On August 1, 2025, the Board of Directors of the Company approved a dividend of $0.05 for each outstanding share of common stock (the “Common Stock”) and Series V Preferred stock (the “Series V”), of the Company. The dividend is payable to holders of record as of the close of business on September 26, 2025 (the “Record Date”). Shareholders are being provided the option to receive proceeds of their Common Stock dividend payable in either cash (“Cash Dividend”) or Ethereum (“Ethere…
Regulation FD Disclosure. On August 18, 2025, BTCS Inc. (the “Company”) announced the declaration of the dividend described below and issued a press release relating to such events, a copy of which is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 7, 2025, upon the recommendation of the Compensation Committee, the Board of Directors of BTCS Inc. (the “Company”) determined that it had exceeded the highest level tier for the liquidity milestone under its 2025 Annual Performance Incentive Plan, which was previously disclosed in the Company’s Current Report on Form 8-K filed on January…
Other Events. BTCS Inc. (the “Company”) is filing this Current Report on Form 8-K solely to file as an exhibit the legal opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A. relating to the validity of the shares of the Company’s common stock that may be issued and sold from time to time under the Company’s at-the-market offering program pursuant to the At-the-Market Offering Agreement, dated September 14, 2021, as amended, by and between the Company and H.C. Wainwright & Co., LLC, and the…
Entry into a Material Definitive Agreement. As previously disclosed on a Current Report on Form 8-K (“Prior 8-K”) filed with the Securities and Exchange Commission on July 21, 2025, BTCS Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with two accredited investors (collectively the “Investors”), pursuant to which the Company issued to the Investors 5% Original Issue Discount Senior Secured Convertible Notes (the “Notes”) in an aggregate principal amount of $10,05…
Unregistered Sales of Equity Securities. The information contained above in
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained above in
Entry into a Material Definitive Agreement. On July 21, 2025, BTCS Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with two accredited investors (collectively the “Investors”), pursuant to which the Company will issue to the Investors 5% Original Issue Discount Senior Secured Convertible Notes (the “Notes”) in an aggregate principal amount of $10,050,000, for a purchase price of $9,547,500. In connection with the issuance of the Notes, the Company also agreed to…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained above in
Unregistered Sales of Equity Securities. The information contained above in
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On July 14, 2025, BTCS Inc. (the “Company”) borrowed an additional $2.34 million USDT from AAVE, a decentralized finance lending protocol, bringing the total borrowings on AAVE to approximately $17.8 million USDT. The total AAVE borrowing: (i) is collateralized by approximately 16,232 Ethereum (ETH) with an approximate value of $49.1 million based on an ETH price of $3,025, and (…
Other Events. As of July 14, 2025, the Company’s Ethereum (ETH) ownership and value were approximately: On July 14, 2025 ETH Acquired (1) Aggregate Purchase Price (2) Average Purchase Price (2) Aggregate ETH Holdings Aggregate Fair Market Value (2) 2,731.44 $ 8.24 million $ 3,016.73 31,855 $ 96.2 million (1) The ETH purchases were made using cash on hand and borrowings from the AAVE DeFi protocol. (2) Fair market value based on ETH-USD price of $3,025 as of July 14, 2025. Additionally, the fa…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Beginning on July 9, 2025, BTCS Inc. (the “Company”) borrowed an additional $10.97 million USDT from AAVE, a decentralized finance lending protocol, bringing the total borrowings on AAVE to $15.5 million USDT. The total AAVE borrowing: (i) is collateralized by approximately 14,280 Ethereum (ETH) with an approximate value of $42.8 million based on an ETH price of $3,000, and (ii)…
Results of Operations and Financial Condition. On July 2, 2025, BTCS Inc. issued a press release regarding Anticipated All-Time Record Revenue in the 2 nd Quarter of 2025 and securing MetaMask Order Flow. The information in
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Beginning on June 17, 2025, BTCS Inc. (the “Company”) borrowed an additional $2.5 million USDT from AAVE, a decentralized finance lending protocol, bringing the total borrowings on AAVE to $4 million USDT. The total AAVE borrowing: (i) is collateralized by approximately 3,900 Ethereum (ETH) with an approximate value of $9.85 million based on an ETH price of $2,528, and (ii) has n…
Other Events. On May 20, 2025, BTCS Inc. (the “Company’) announced updates with respect to its Ethereum (ETH) holdings: During Period April 1, 2025 to May 16, 2025 As of May 16, 2025 ETH Acquired (1) Aggregate Purchase Price (2) Average Purchase Price (2) Aggregate ETH Holdings Aggregate Fair Market Value (2) 3,450 $ 8.42 million $ 2,441 12,502 $ 32.10 million (1) The ETH purchases were made using proceeds from the Company’s recent convertible note offering, borrowings from the AAVE DeFi prot…
Unregistered Sales of Equity Securities. The information contained above in
Entry into a Material Definitive Agreement. On May 13, 2025, BTCS Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with three accredited investors (collectively the “Investors”), pursuant to which the Company issued to the Investors 5% Original Issue Discount Senior Secured Convertible Notes (the “Notes”) in an aggregate principal amount of $7,810,526, for a purchase price of $7,420,000. In connection with the issuance of the Notes, the Company also agreed to issu…
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