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BTCS (NASDAQ: BTCS) adds PwC veteran Chris Janis as director and audit chair

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

BTCS Inc. has appointed Chris Janis to its Board of Directors, effective July 1, 2026, and named him Chairperson of the Audit Committee and a member of the Compensation Committee. The company states there are no related-party transactions involving Mr. Janis under Regulation S-K Item 404(a).

For his board service and role as Audit Committee Chair, Mr. Janis will receive annual cash compensation of $50,000 plus $5,000 for chair duties, paid quarterly starting with the quarter ending September 30, 2026, along with $50,000 of common stock issued in four equal quarterly installments based on the share price at each quarter-end.

BTCS highlights Mr. Janis’s more than 35 years of experience in public accounting, consulting, and executive financial leadership, including serving as a PwC Partner in its Cyber, Risk & Regulatory Practice until June 2026 and prior CFO roles in telecommunications and technology companies.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Director annual cash $50,000 per year Cash compensation for BTCS board service
Audit chair fee $5,000 per year Additional cash for Audit Committee Chair role
Equity compensation $50,000 in common stock Issued in four equal quarterly installments
Installment schedule start Quarter ending September 30, 2026 First quarter for cash and stock installments
Professional experience 35+ years Experience in accounting, consulting, and financial leadership
Audit Committee financial
"Mr. Janis was also appointed as the Chairperson of the Audit Committee"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Compensation Committee financial
"and as a member of the Compensation Committee."
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
Item 404(a) of Regulation S-K regulatory
"within the meaning of Item 404(a) of Regulation S-K."
Regulation FD regulatory
"Item 7.01 Regulation FD Disclosure."
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Learn about SEC filing dates
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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

 

 

FAQ

What did BTCS (BTCS) announce regarding its Board of Directors?

BTCS announced the appointment of Chris Janis to its Board of Directors and as Chairperson of the Audit Committee. He will also serve on the Compensation Committee, enhancing the board’s financial oversight and governance capabilities, particularly around risk management and internal controls.

What compensation will Chris Janis receive as a BTCS director?

Chris Janis will receive $50,000 in annual cash compensation plus $5,000 for serving as Audit Committee Chair, paid quarterly. He will also receive $50,000 of BTCS common stock, issued in four equal quarterly installments based on the closing share price before each quarter-end.

When do BTCS’s payments and stock grants to Chris Janis begin?

Cash payments and stock issuances to Chris Janis begin with the quarter ending September 30, 2026. Both cash and stock will be delivered in four equal quarterly installments, contingent on his continued service on the Board at each applicable issuance date.

What experience does new BTCS director Chris Janis bring?

Chris Janis brings over 35 years of experience in public accounting, consulting, and executive financial leadership. He previously served as a Partner in PwC’s Cyber, Risk & Regulatory Practice and held CFO roles in telecommunications and technology companies, focusing on audits, risk, and complex financings.

How did BTCS communicate the appointment of Chris Janis?

BTCS issued a press release on July 1, 2026 announcing the appointment of Chris Janis to its Board. The release is furnished as Exhibit 99.1 to the report and is expressly not deemed filed for liability purposes or incorporated by reference into securities law filings.

Filing Exhibits & Attachments

5 documents