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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): June 17, 2025
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)
430-6576
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
2.03. 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 no fixed maturity date
but is subject to liquidations or partial liquidations if the health factor (“HF”) falls below one. The HF is calculated
by taking the total value of the ETH collateral, multiplying it by its liquidation threshold (approximately 80% for ETH), and then dividing
that result by the total value of the borrowed USDT.
The
loan carries a variable interest rate set by AAVE’s smart contract, which adjusts based on market conditions and is published at
aave.com. At the time of the additional borrowing, the interest rate was approximately 4.71% per annum. The $9.85 million in ETH collateral
also earns interest at a variable rate, which was 1.92% at the same time. As a result, the effective net cost of capital—interest
paid minus interest earned—is approximately 2.78%.
The
proceeds from the loan were used to acquire additional ETH. The Company’s Board of Directors authorized management to borrow up
to $4,000,000 in USDT utilizing AAVE with a loan-to-value of no more than 40% at the time of borrowing.
Item
7.01. Regulation FD Disclosure.
On
June 20, 2025, BTCS Inc. issued a press release regarding expanding its Ethereum holdings.
The
information in Item 7.01 of this report, including the information in the press release attached as Exhibit 99.1 to this report, is furnished
pursuant to Item 7.01 of Form 8-K and 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 in Item 7.01 of this report, including
the information 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 registrant under the Securities Act of 1933.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Exhibit |
| |
|
|
| 99.1 |
|
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: June 20, 2025 |
By: |
/s/
Charles W. Allen |
| |
Name: |
Charles W. Allen |
| |
Title: |
Chief Executive Officer |
