BTCS Insider Filing: Charles Allen Adds Convertible Note and Warrants

Rhea-AI Filing Summary

Charles W. Allen, CEO and director of BTCS Inc. (BTCS), executed a financing-related acquisition on 05/13/2025 that the filer later amended. The Form 4/A shows Allen acquired a 5% Original Issue Discount Senior Secured Convertible Note with a $5.85 conversion/exercise price and principal amount of $100,000 that converts into 17,089 common shares, and warrants with a $2.75 exercise price for 24,351 shares exercisable through 05/13/2030. The transactions were reported as acquisitions and the amendment corrects an earlier coding error

The filing states the transaction was approved by an independent committee composed of three non-employee directors. The Form 4/A is signed by Charles Allen on 08/27/2025. The disclosure is limited to these transaction details and the procedural correction.

Positive

• Transaction transparency: Amendment corrects the transaction code ensuring accurate SEC reporting.
• Independent approval: Transaction was approved by a committee of three non-employee directors.
• Insider participation: CEO directly acquired both a convertible note and warrants, aligning insider economic exposure with the company.

Negative

• Potential dilution: The convertible note and warrants underlie a total of 41,440 common shares if converted/exercised, which could dilute existing holders.
• Limited context: Filing does not disclose total outstanding shares or pro forma impact, so materiality relative to market cap cannot be assessed from this document.

Insights

Corporate Governance Expert

TL;DR: Amendment corrects reporting code; transaction reviewed by independent committee, indicating governance protocols were followed.

The amendment clarifies that the insider activity was an acquisition, not a different transaction type, which is important for transparency and compliance with Section 16 reporting rules. The filing explicitly notes approval by an independent committee of three non-employee directors, which demonstrates use of internal controls to address potential conflicts when executive officers participate in issuer financings. The disclosure is narrowly focused on the instruments and approval; no additional context about valuation rationale or impact on outstanding share count is provided in the filing.

Securities Analyst

TL;DR: Insider acquired convertible note and warrants totaling potential equity of 41,440 shares, a routine financing participation.

The filing lists a $100,000 5% OID convertible note convertible into 17,089 common shares at $5.85 and warrants for 24,351 common shares at $2.75 exercisable through 05/13/2030. These instruments introduce potential future dilution if converted or exercised, but the filing does not disclose current outstanding shares or pro forma effects, limiting assessment of materiality. The amendment corrects reporting classification, improving record accuracy for investors and regulators.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Allen Charles W

(Last) (First) (Middle)

9466 GEORGIA AVENUE #124

(Street)

SILVER SPRING MD 20910

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BTCS Inc. [ BTCS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/14/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
5% Original Issue Discount Senior Secured Convertible Note	$5.85	05/13/2025		A(1)		$100,000		05/13/2025	05/13/2027	Common Stock	17,089	(1)	$100,000	D
Warrants	$2.75	05/13/2025		A(1)		24,351		05/13/2025	05/13/2030	Common Stock	24,351	(1)	24,351	D

Explanation of Responses:

1. On May 14, 2025, the Reporting Person filed a Form 4, which inadvertently reported that the reported transaction was a purchase using the Code "P" under Table II, column 4. The reported transaction should have been reported under the Code "A". The transaction was approved by an independent committee comprised solely of three non-employee directors as defined in Rule 16b-3(b) under the Securities Exchange Act of 1934.

	/s/ Charles Allen	08/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did BTCS (BTCS) insider Charles W. Allen acquire on 05/13/2025?

He acquired a $100,000 5% Original Issue Discount Senior Secured Convertible Note 17,089 common shares at $5.85) and warrants for 24,351 common shares at $2.75.

Why was a Form 4/A filed for this BTCS transaction?

The Form 4/A amends an earlier filing to correct the transaction code from "P" to the correct acquisition code "A."

Was the transaction approved by disinterested directors?

Yes. The filing states the transaction was approved by an independent committee comprised solely of three non-employee directors.

When do the warrants expire and what is their exercise price?

The warrants have an expiration date of 05/13/2030 and an exercise price of $2.75 per share.

Who signed the amended Form 4 and when?

The amended Form 4 was signed by Charles Allen on 08/27/2025.