BTCS Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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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 | |