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BTCS cuts shareholder quorum to 33.3 percent

BTCS Inc. reported a change to its corporate bylaws that lowers the shareholder meeting quorum requirement.

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

Rhea-AI Filing Summary

BTCS Inc. reported a change to its corporate bylaws that lowers the shareholder meeting quorum requirement. The board approved an amendment so that holders of thirty-three and one third percent (33.3%) of the voting power, present in person or by proxy, now constitute a quorum.

Previously, the bylaws required a majority of the voting power to be present for a shareholder meeting to conduct business. This amendment is set out in an attached bylaw change identified as Exhibit 3.1.

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Insights

BTCS lowered its shareholder meeting quorum from a majority to 33.3%.

BTCS Inc. amended its Amended and Restated Bylaws so that a stockholder meeting reaches quorum when holders of 33.3% of the voting power are present or represented by proxy. Previously, the quorum standard was a majority of the voting power.

This change can make it easier to convene meetings and conduct formal business when shareholder participation is limited. It also means a smaller portion of the total voting power can decide matters brought before a properly called meeting, depending on who attends or submits proxies.

The amendment is documented as Exhibit 3.1 and applies to meetings of stockholders described in Article II, Section 2.9 of the bylaws. Future company meetings and voting outcomes will reflect this lower quorum threshold consistent with the revised governance framework.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
New quorum threshold 33.3% of voting power Quorum for BTCS stockholder meetings after May 29, 2026 bylaw amendment
Previous quorum threshold Majority of voting power Prior quorum requirement in BTCS Amended and Restated Bylaws
Exhibit reference Exhibit 3.1 Amendment to the Amended and Restated Bylaws of BTCS Inc.
Item referenced Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
quorum financial
"shall constitute a quorum for the transaction of business"
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.
Amended and Restated Bylaws regulatory
"approved an amendment to the Company’s Amended and Restated Bylaws"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
voting power financial
"the holders of thirty-three and one third percent (33.3%) of the voting power"
Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.
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.
Exchange Act regulatory
"under the Exchange Act (17 CFR 240.14a-12)"
A federal law that sets rules for trading securities on public exchanges, requiring companies and market participants to register, disclose regular financial information, and follow standards that promote honest, orderly markets. For investors, it matters because it creates transparency and legal protections—like stopping insider trading and ensuring timely company disclosures—so you can evaluate risks and rely on consistent rules much as players rely on a referee to keep a game fair.

FAQ

What governance change did BTCS (BTCS) disclose in this 8-K filing?
BTCS disclosed a bylaw amendment lowering its shareholder quorum requirement. The board changed Article II, Section 2.9 so that only 33.3% of the voting power present in person or by proxy now constitutes a quorum, replacing the prior majority voting power standard for meetings.

What is the new quorum requirement for BTCS (BTCS) shareholder meetings?
The new quorum requirement is 33.3% of the voting power. Under the amended bylaws, holders of thirty-three and one third percent of the voting power entitled to vote, present in person or represented by proxy, are enough to conduct business at stockholder meetings.

What was BTCS’s quorum requirement before this bylaw amendment?
Previously, BTCS required a majority voting power quorum. The prior bylaws stated that a quorum consisted of holders of a majority of the voting power, present in person or represented by proxy, which set a higher participation threshold than the new 33.3% standard.

Where is the BTCS bylaw amendment on quorum documented?
The bylaw amendment is filed as Exhibit 3.1. BTCS attached the text of the Amendment to its Amended and Restated Bylaws as Exhibit 3.1, and this exhibit is incorporated by reference into the Item 5.03 description in the current report.

Who approved the change to BTCS (BTCS) quorum requirements?
The BTCS board of directors approved the bylaw amendment. On May 29, 2026, the board adopted the change to Article II, Section 2.9 of the Amended and Restated Bylaws, establishing the new 33.3% quorum threshold for stockholder meetings.

Does the BTCS 8-K include any financial statements or earnings data?
No, this 8-K focuses on a governance change, not earnings. The report primarily addresses the amendment to the quorum requirement in the bylaws and lists the related exhibit; it does not present revenue, net income, or other financial performance metrics.

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

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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): May 29, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 29, 2026, the board of directors of BTCS Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Bylaws (the “Bylaws”) and adopted an amendment to the quorum requirement contained in Article II, Section 2.9 of the Bylaws (the “Amendment”) to provide that the holders of thirty-three and one third percent (33.3%) of the voting power of the Company entitled to vote at a meeting of stockholders, present in person or represented by proxy, shall constitute a quorum for the transaction of business. Prior to the Amendment, the Bylaws provided that a quorum at a meeting of shareholders consisted of the holders of a majority of the voting power, present in person or represented by proxy.

 

The foregoing summary of the Amendment is qualified in its entirety by reference to the text of the Amendment, which is attached as Exhibit 3.1 to this Form 8-K and is incorporated by reference into this Item 5.03. 

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit No.   Description
3.1   Amendment to the Amended and Restated Bylaws of BTCS Inc.
104   Cover Page Interactive Data File (embedded within the Inline XBRL)

 

 

 

 

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 1, 2026 By: /s/ Charles W. Allen
  Name: Charles W. Allen
  Title: Chief Executive Officer

 

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

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