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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): July 1, 2026
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.) |
303
W. Lancaster Ave. #336, Wayne, PA 19087
(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
July 1, 2026, the Board of Directors (the “Board”) of BTCS Inc. (the “Company”) appointed Chris Janis as a member
of the Board. There is no arrangement or understanding between Mr. Janis, and any other persons pursuant to which Mr. Janis was selected
as a director. Mr. Janis was also appointed as the Chairperson of the Audit Committee (the “Audit Committee”) and as a member
of the Compensation Committee. Since the beginning of fiscal 2026 through the date hereof, there have been no transactions with the Company,
and there are currently no proposed transactions with the Company in which Mr. Janis had or will have a direct or indirect material interest
within the meaning of Item 404(a) of Regulation S-K.
For
his service as a director and Chairperson of the Audit Committee, Mr. Janis shall receive compensation on the same terms and in equal
amounts as the Company’s other independent directors specifically: (i) annual cash compensation of $50,000 and $5,000 for serving
as the Chairperson of the Audit 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,
commencing with the quarter ending September 30, 2026. 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, commencing with the quarter ending September 30, 2026.
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
July 1, 2026, the Company issued a press release announcing the appointment of Chris Janis 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:
July 1, 2026 |
By: |
/s/
Charles W. Allen |
| |
|
Name:
|
Charles
W. Allen |
| |
|
Title: |
Chief
Executive Officer |
Exhibit
99.1

BTCS
Inc. Appoints Chris Janis to Its Board of Directors
Wayne,
PA – (GlobeNewswire – July 1, 2026) – BTCS Inc. (Nasdaq: BTCS) (“BTCS” or the “Company”),
short for Blockchain Technology Consensus Solutions, a company focused on blockchain infrastructure and decentralized finance operations,
today announces the appointment of Chris Janis to its Board of Directors. In addition to his Board role, Mr. Janis has been appointed
Chairperson of the Audit Committee and a member of the Compensation Committee. The appointment underscores BTCS’s commitment to
strengthening its governance structure with proven financial oversight and risk management expertise.
Mr.
Janis brings more than 35 years of experience across public accounting, consulting, and executive financial leadership. He joined PwC
in 2011 and served as a Partner in the firm’s Cyber, Risk & Regulatory Practice from 2015 until his retirement in June 2026,
leading internal audit engagements focused on risk management and internal controls and serving as Lead Client Partner for large, complex
global enterprises. Prior to PwC, he also served as CFO in the telecommunications and technology sectors, guiding companies through mergers
and acquisitions, complex financings, and corporate restructurings. Mr. Janis holds an MBA from Saint Joseph’s University and a
Bachelor of Science with a dual major in Accounting and Finance from La Salle University.
“We
are thrilled to welcome Chris to the BTCS Board of Directors,” said Charles Allen, CEO of BTCS. “Chris brings an exceptional
depth of expertise that will be invaluable as Chairperson of our Audit Committee. His appointment reflects our commitment to the highest
standards of corporate governance and to building a Board capable of supporting BTCS’s long-term growth and delivering lasting
value for our shareholders.”
Mr.
Janis’s appointment further strengthens a Board focused on rigorous oversight of BTCS’s blockchain technology operations.
His experience managing global internal audit engagements and advising complex enterprises on governance and risk aligns directly with
the responsibilities of a publicly traded company operating in a rapidly evolving industry.
“I
am honored to join the BTCS Board of Directors and to serve as Chairperson of the Audit Committee,” said Chris Janis. “BTCS
is at an exciting stage of its development, and I look forward to working closely with the Board and management team to strengthen governance
practices, enhance financial oversight, and support the Company’s continued growth.”
With
the addition of Mr. Janis, BTCS strengthens the financial oversight and governance expertise of its Board as it advances its mission
in the blockchain technology sector.
About
BTCS:
BTCS
Inc. (“BTCS” or the “Company”), short for Blockchain Technology Consensus Solutions, is a U.S.-based Ethereum-first
blockchain technology company committed to driving scalable revenue and asset accumulation through its hallmark strategy, the DeFi/TradFi
Accretion Flywheel, an integrated approach to capital formation and blockchain infrastructure. By combining decentralized finance (“DeFi”)
and traditional finance (“TradFi”) mechanisms with its blockchain infrastructure operations, comprising NodeOps (staking),
Builder+ (block building), and Imperium (DeFi deployments), BTCS offers a unique opportunity for blockchain exposure, driven by recurring
on-chain revenue generation and an Ethereum-focused strategy. Discover how BTCS offers exposure to Ethereum and its on-chain economy
through the public markets at www.btcs.com.
For
more information, follow us on:
X:
https://x.com/NasdaqBTCS
LinkedIn:
https://www.linkedin.com/company/nasdaq-btcs
Facebook:
https://www.facebook.com/NasdaqBTCS
Investor
Relations:
Charles
Allen – CEO
X:
@Charles_BTCS
Email:
ir@btcs.com