How much Aave-related debt did BTCS (BTCS) repay and what remains outstanding?

On June 5, 2026, BTCS repaid $8.7 million of outstanding principal indebtedness under its borrowing arrangement with Aave. After this repayment, the remaining indebtedness under the arrangement is approximately $35.7 million, inclusive of accrued and unpaid interest owed by the company.

BTCS approves equity plan changes, repays $8.7M debt

BTCS Inc. held its 2026 Annual Meeting of Shareholders and reported a debt repayment.

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Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

BTCS Inc. held its 2026 Annual Meeting of Shareholders and reported a debt repayment. Shareholders elected Charles Allen, Charles Lee, and Ashley DeSimone as directors and approved six proposals, including several amendments to the 2021 Equity Incentive Plan.

Investors approved increasing shares authorized under the 2021 Plan to 24,500,000, allowing certain recycled shares to be reused, and adding an evergreen provision starting with fiscal year 2027. Separately, on June 5, 2026, BTCS repaid $8.7 million of principal under its borrowing arrangement with Aave, leaving approximately $35.7 million of indebtedness outstanding, including accrued and unpaid interest.

8-K Event Classification

3 items: 5.07, 8.01, 9.01

3 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Debt repaid to Aave: $8.7 million Remaining Aave indebtedness: $35.7 million Shares outstanding: 49,775,371 shares +5 more

8 metrics

Debt repaid to Aave $8.7 million Principal indebtedness repaid on June 5, 2026

Remaining Aave indebtedness $35.7 million Outstanding after repayment, inclusive of accrued and unpaid interest

Shares outstanding 49,775,371 shares Common stock outstanding as of April 8, 2026 record date

Shares represented at meeting 31,952,175 shares Shares voted or represented by proxy, about 64.19% voting power

New plan share limit 24,500,000 shares Authorized for issuance under the 2021 Equity Incentive Plan after amendment

Evergreen increase rate 2.5% Annual increase of shares available under 2021 Plan from fiscal year 2027

Votes for auditor ratification 31,395,000 votes Support for Forvis Mazars, LLP as 2026 independent auditor

Votes for equity plan share increase 12,471,715 votes For Proposal 3 to increase authorized 2021 Plan shares

Key Terms

2021 Equity Incentive Plan, evergreen provision, broker non-votes, quorum, +1 more

5 terms

2021 Equity Incentive Plan financial

"increase the number of shares of common stock authorized for issuance under the BTCS Inc. 2021 Equity Incentive Plan, as amended"

evergreen provision financial

"add an evergreen provision that automatically increases the shares available for issuance under the 2021 Plan by 2.5% of the outstanding shares"

An evergreen provision is a clause in a financing or contract that automatically renews or replenishes the arrangement unless one party actively cancels it, like a subscription that keeps renewing each term. For investors it matters because it creates predictable, ongoing access to funding or ongoing contractual obligations — helping liquidity and planning — but can also hide long-term commitments or dilution risks if not reviewed.

broker non-votes financial

"Broker Non-Votes | -------------------------------------------------------------------------------- (1) To elect the following directors"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

quorum financial

"31,952,175 shares of common stock were voted or represented by proxy, which represented approximately 64.19% of the voting power entitled to vote at the Annual Meeting and constituted a quorum."

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

decentralized finance protocol financial

"borrowing arrangement with Aave, a decentralized finance protocol."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did BTCS (BTCS) shareholders approve at the 2026 Annual Meeting?

Shareholders approved all six proposals, including electing three directors and multiple amendments to the 2021 Equity Incentive Plan. These changes increase authorized shares, allow certain recycled shares to be reused, and add an evergreen share increase starting with fiscal year 2027.

How many BTCS (BTCS) shares were represented at the 2026 Annual Meeting?

A total of 31,952,175 BTCS common shares were voted or represented by proxy. This represented approximately 64.19% of the voting power from 49,775,371 shares outstanding as of April 8, 2026, which was sufficient to constitute a quorum for business.

What changes were made to the BTCS (BTCS) 2021 Equity Incentive Plan?

The 2021 Equity Incentive Plan was amended to increase authorized shares to 24,500,000, permit certain tendered or withheld shares and stock-settled awards to return to the share pool, and add an evergreen provision increasing available shares by 2.5% of outstanding stock annually starting with fiscal year 2027.

Who was elected to the BTCS (BTCS) Board of Directors in 2026?

Charles Allen, Charles Lee, and Ashley DeSimone were elected as directors by a plurality of votes cast. Each will serve until the 2027 Annual Meeting of Shareholders and until a successor is elected and qualified, or earlier death, resignation, or removal.

Which auditor did BTCS (BTCS) shareholders ratify for fiscal year 2026?

Shareholders ratified Forvis Mazars, LLP as BTCS’s independent registered public accounting firm for fiscal year 2026. The ratification received 31,395,000 votes in favor, 180,816 against, no withhold votes, and 376,359 abstentions, with no broker non-votes reported.

What was the purpose of the adjournment proposal at the BTCS (BTCS) meeting?

Proposal 6 sought approval to adjourn the Annual Meeting if more time was needed to solicit votes on any proposal. Shareholders approved it, with 23,765,250 votes for and 7,692,466 against, 494,459 abstentions, and no broker non-votes recorded on this adjournment item.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/08/2026 - 05:48 PM EDT

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 8, 2026 (June 5, 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 5.07 Submission of Matters to a Vote of Security Holders.

On June 8, 2026, the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of BTCS Inc. (the “Company”) was held. The following is a brief description of each matter voted upon at the Annual Meeting and the results of the vote.

Proposal	For		Against		Withheld		Abstain		Broker Non-Votes
(1) To elect the following directors:
Charles Allen		18,417,918		—		263,814		—		13,270,443
Charles Lee		18,002,240		—		679,492		—		13,270,443
Ashley DeSimone		17,661,803		—		1,019,929		—		13,270,443

(2) To ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for fiscal year 2026.		31,395,000		180,816		—		376,359		0

(3) To approve an amendment to increase the number of shares of common stock authorized for issuance under the BTCS Inc. 2021 Equity Incentive Plan, as amended (the “2021 Plan”), to 24,500,000 shares.		12,471,715		6,162,939		—		47,078		13,270,443

(4) To approve an amendment to the 2021 Plan to permit shares tendered for payment of option exercises or withheld for tax obligations and shares related to stock-settled awards to again be available for future grants under the 2021 Plan.		17,143,516		1,483,565		—		54,651		13,270,443

(5) To approve an amendment to the 2021 Plan to add an evergreen provision that automatically increases the shares available for issuance under the 2021 Plan by 2.5% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year, beginning with fiscal year 2027.		12,196,037		6,421,729		—		63,966		13,270,443

(6) To approve, if necessary, the adjournment of the Annual Meeting to a later date or time to permit further solicitation and vote of proxies if there were not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote.		23,765,250		7,692,466		—		494,459		0

All of the proposals were described in more detail in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 15, 2026.

As of the record date, April 8, 2026, there were 49,775,371 shares of common stock outstanding and a total of 31,952,175 shares of common stock were voted or represented by proxy, which represented approximately 64.19% of the voting power entitled to vote at the Annual Meeting and constituted a quorum. Proposal 1 (election of directors) required a plurality vote and the remaining proposals required the affirmative vote of the majority of the votes cast by the holders of common stock.

Based on the voting results, each of the three director nominees (Charles Allen, Charles Lee, and Ashley DeSimone) was elected by a plurality of votes cast to serve until the 2027 Annual Meeting of Shareholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal. The shareholders also approved each of Proposals 2 through 6. No other business was brought before the Annual Meeting.

Item 8.01 Other Events.

On June 5, 2026, the Company repaid $8.7 million of outstanding principal indebtedness under its borrowing arrangement with Aave, a decentralized finance protocol. After giving effect to such repayment, the Company’s remaining outstanding indebtedness under such arrangement is approximately $35.7 million, inclusive of accrued and unpaid interest.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 8, 2026	By:	/s/ Charles W. Allen
	Name:	Charles W. Allen
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents