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): January 12, 2024

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) 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 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 5.02 below with respect to the issuance of RSUs is incorporated by reference in this Item 3.02. The issuance of the RSUs was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 12, 2024, Charles Allen, the Company’s Chairman and Chief Executive Officer, and Michal Handerhan the Company’s Chief Operating Officer and Director informed the Compensation Committee (the “Committee”) that they do not accept the 50,000 restricted stock units (“RSUs”) granted to each of them by the Company effective January 1, 2024. The Compensation Committee of the Company’s Board of Directors decided to reallocate the RSUs effective January 12, 2024, equally, to Manish Paranjape and Michael Prevoznik, two non-director executive officers as set forth below:

	●	50,000 RSUs to Mr. Prevoznik which vest annually in five equal increments over a five-year period with the first vesting date of December 31, 2024, subject to continued employment on each applicable vesting date.

	●	50,000 RSUs to Mr. Paranjape which vest annually in five equal increments over a five-year period with the first vesting date of December 31, 2024, subject to continued employment on each applicable vesting date.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description

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: January 12, 2024	By:	/s/ Charles W. Allen
	Name:	Charles W. Allen
	Title:	Chief Executive Officer

BTCS Inc. filed SEC Form 8-K: Unregistered Sales of Equity Securities, Leadership Update, Financial Statements and Exhibits