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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): September 4, 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
1.01 Entry into a Material Definitive Agreement.
On
September 4, 2025, the Board of Directors (the “Board”) of BTCS Inc. (the “Company”) approved a share repurchase
program (the “Repurchase Program”). Under the Repurchase Program, the Company is authorized to repurchase up to an aggregate
of $50 million of its common stock over a three-year period, subject to certain conditions.
The
Repurchase Program permits the Company to repurchase shares of common stock from time to time in the open market, in privately negotiated
transactions, or otherwise, in such quantities, at such prices, and in such manner as determined by the Company’s Chief Executive
Officer in accordance with the Board’s authorization.
Repurchases
will be conducted in compliance with Rule 10b-18 under the Securities Exchange Act of 1934 and applicable state law. H.C. Wainwright
& Co., LLC has been engaged as the sole broker to implement the Repurchase Program.
In
addition, as part of the Repurchase Program:
| |
● |
No
repurchases may occur at a price per share greater than the current fair market value of the Company’s crypto assets and cash
divided by its outstanding common shares, as determined in good faith by the CEO. |
| |
● |
Repurchases
may not occur if the purchase price is less than a 25% discount to any limit orders in any 10b5-1 plan of a named executive officer
(“NEO”), or within 20 calendar days of any market-based order under any such plan. |
The
Company is not obligated to repurchase any specific number of shares under the Repurchase Program, and the timing and actual number of
shares repurchased will depend on a variety of factors, including market conditions, trading volume, and other business considerations.
The Repurchase Program may be modified, suspended, or discontinued at any time by the Board.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Exhibit |
| 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:
September 8, 2025 |
By: |
/s/
Charles W. Allen |
| |
Name: |
Charles
W. Allen |
| |
Title: |
Chief
Executive Officer |
