8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 15, 2024

BTCS INC.

(Exact name of registrant as specified in its charter)

Nevada	001-40792	90-1096644
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9466 Georgia Avenue #124, Silver Spring, MD 20910

(Address of Principal Executive Offices, and Zip Code)

(202) 987-8368

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	BTCS	The Nasdaq Stock Market (The Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 15, 2024, the Board of Directors (the “Board”) of BTCS Inc. (the “Company”) appointed Ashley DeSimone as a member of the Board. There is no arrangement or understanding between Ms. DeSimone, and any other persons pursuant to which Ms. DeSimone was selected as a director. Ms. DeSimone was also appointed as the Chairperson of the Nominating and Corporate Governance Committee (the “Nominating Committee”) and as a member of the Audit Committee and Compensation Committee. Since the beginning of fiscal 2024 through the date hereof, there have been no transactions with the Company, and there are currently no proposed transactions with the Company in which Ms. DeSimone had or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.

For her service as a director and Chairperson of the Nominating Committee, Ms. DeSimone shall receive compensation on the same terms and in equal amounts as the Company’s other independent directors specifically: (i) annual cash compensation of $25,000 and $5,000 for serving as the Chairperson of the Nominating Committee, and (ii) the issuance of $50,000 of common stock. The annual cash compensation is payable quarterly in four equal installments at the end of each calendar quarter, subject to continued service on each applicable issuance date and pro-rated for the quarter ending June 30, 2024. The shares will be issued in four equal installments ($12,500) at the end of each calendar quarter, subject to continued service on each applicable issuance date, and pro-rated for the quarter ending June 30, 2024. The number of shares issuable will be based on the closing price of the Company’s common stock on the last trading day prior to the end of the applicable calendar quarter.

Item 7.01 Regulation FD Disclosure.

On April 18, 2024, the Company issued a press release announcing the appointment of Ashley DeSimone to the Board.

A copy of the press release is furnished as Exhibit 99.1 to this report. The information contained in the press release attached as Exhibit 99.1 to this report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information contained in the press release attached as Exhibit 99.1 to this report shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	BTCS Inc. Press Release
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BTCS INC.
Date: April 18, 2024	By:	/s/ Charles W. Allen
	Name:	Charles W. Allen
	Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

BTCS Inc. Welcomes Ashley DeSimone to Its Board of Directors

Silver Spring, MD – (Globe Newswire – April 18, 2024) – BTCS Inc. (Nasdaq: BTCS) (“BTCS” or the “Company”), a blockchain technology-focused company, is thrilled to announce the appointment of Ashley DeSimone to its Board of Directors. This addition underscores BTCS’s commitment to enhancing its governance structure and driving sustainable growth through adding expertise.

Ashley DeSimone brings to BTCS a wealth of experience in corporate strategy, and investor and public relations, having held leadership roles in a leading capital markets advisory and investor and public relations firm, as well as having executive experience at an investment firm. Her background in public company investor relations is anticipated to help BTCS’ board continue to navigate the rapidly evolving blockchain ecosystem.

“We are delighted to welcome Ashley to the BTCS Board,” said Charles Allen, CEO of BTCS. “Her deep experience working with and advising high-profile companies in the U.S. capital markets, combined with her understanding of the blockchain space, make her an invaluable asset to our team. Ashley’s appointment is a testament to our commitment to strengthening our board and ensuring our company’s governance is robust and poised for future growth.”

Ashley’s appointment comes at a pivotal time as the Company has just announced new initiatives, including Builder+ and ChainQ, to expand its operations and explore new opportunities within the blockchain industry. Her insights and leadership are anticipated to play a critical role in guiding BTCS through its next phase of innovation and expansion.

“I am excited to join the BTCS Board of Directors and work alongside a team that is at the forefront of leveraging blockchain technology for real-world applications,” said Ashley DeSimone. “I believe in the Company’s vision and look forward to contributing to its success.”

With the addition of Ashley, BTCS continues to demonstrate its dedication to diversity and excellence in its leadership team, ensuring it is well-equipped to achieve its strategic goals and enhance shareholder value.

About BTCS:

BTCS Inc. is a Nasdaq listed company operating in the blockchain technology sector since 2014 and is one of the only U.S. publicly traded companies with a primary focus on proof-of-stake blockchain infrastructure. Our core focus is on driving scalable growth through a diverse range of business streams leveraging and built on top of our core and proven blockchain infrastructure operations. BTCS secures and operates validator nodes on cutting-edge blockchain networks that power Web 3, earning native token rewards by staking our proof-of-stake crypto assets, with an emphasis on Ethereum. Our innovative “StakeSeeker” platform empowers crypto holders with an analytics-focused cryptocurrency dashboard. It also offers a non-custodial Staking-as-a-Service solution, enabling users to earn staking rewards, while BTCS earns a percentage of token holders’ rewards, creating the potential for scalable revenue with limited additional costs. We’ve also introduced “Builder+”, an Ethereum block builder. This technology leverages advanced algorithms to maximize profit through optimized block construction. Builder+ creates opportunities for new scalable revenue streams by being utilized by third-party nodes. For more information visit: www.btcs.com.

Investor Relations:

ir@btcs.com

XML

Cover	Apr. 15, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 15, 2024
Entity File Number	001-40792
Entity Registrant Name	BTCS INC.
Entity Central Index Key	0001436229
Entity Tax Identification Number	90-1096644
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	9466 Georgia Avenue #124
Entity Address, City or Town	Silver Spring
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20910
City Area Code	(202)
Local Phone Number	987-8368
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	BTCS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false