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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): January 7, 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)
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
7.01 Regulation FD Disclosure.
On
January 7, 2025, BTCS Inc., a Nevada corporation, issued a press release containing a letter to its shareholders and made available on
its website (www.btcs.com) its updated corporate presentation, which are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively,
and incorporated herein by reference.
The
foregoing (including Exhibit 99.1 and Exhibit 99.2) are being furnished pursuant to Item 7.01 and will not be deemed to be filed for
purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise be subject to the liabilities
of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, or the Exchange
Act, regardless of any general incorporation language in such filings.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
+
Furnished herewith.
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 7, 2025 |
By: |
/s/
Charles W. Allen |
|
Name:
|
Charles
W. Allen |
|
Title: |
Chief
Executive Officer |
Exhibit 99.1
BTCS
Issues Shareholder Letter Reflecting on 2024 and Outlook for 2025
2024
revenue surpassed the predefined performance milestone of $3,712,500
Silver
Spring, MD – (Globe Newswire – January 7, 2025) – BTCS Inc. (Nasdaq: BTCS) (“BTCS” or the “Company”),
a leader in blockchain infrastructure and technology, issued a letter to its shareholders describing the Company’s recent achievements
and goals for 2025, including surpassing its predefined revenue performance target of $3,712,500. Further, the Company unveiled its refreshed
investor presentation and a revamped website, accessible at www.btcs.com. These developments align with the Company’s strategy
to effectively communicate its business model and growth opportunities.
The
letter from Charles Allen, CEO of BTCS, is reprinted below in its entirety.
Dear
Shareholders,
As
we move forward into 2025, I am excited to reflect on the significant progress BTCS has made and to share our vision for the future.
The past year has been a pivotal one for us. We have been diligently heads down focused on building the business, expanding our team
with talented new employees, and navigating through rigorous inquiries from the SEC—challenges that now seem to be behind us.
Reflecting
on our journey, it’s essential to recall our early recognition of the crypto market’s potential. In 2014, I identified growth
opportunities in Bitcoin mining, and by year-end, BTCS became the first public company to mine Bitcoin. However, being ahead of the curve
came with its challenges. In 2015, a steep 72% drop in Bitcoin’s price tested our resilience, and our operations could not withstand
the downturn. By 2017, early investors in BTCS backed what would become major players in the market, specifically Riot Platforms and
Marathon Holdings. Notably, I played a significant role in Marathon’s early days, when they had a mere $10 million market capitalization,
providing them with a turnkey business model in connection with a merger that didn’t come to fruition. We were also the first public
company to offer a digital asset treasury in 2017, three years before the likes of MicroStrategy entered the crypto market; though we
were too early and too small to get noticed. However, our crypto treasury strategy laid the foundation for our current operations. For
over a decade, I have sought the next regulatory-compliant, transformative opportunity in the crypto market that aligns with public market
standards. This quest has finally culminated in the launch of our block-building operations in early 2024. I firmly believe that Ethereum
infrastructure—focused on block-building and validation—presents the most compelling growth opportunity I’ve ever witnessed
in the crypto space, surpassing even the early days of Bitcoin mining in 2017. Unlike traditional bitcoin mining operations that require
substantial capital investments in hardware with depreciating value, our approach to vertically integrated Ethereum block-building and
validation offers exceptional revenue growth potential without high capital constraints. We effectively offer the best of both worlds:
direct Ethereum exposure, akin to MicroStrategy, and the growth potential of a 2017-era Bitcoin miner—all without the burden of
intensive capital expenditures. Going forward we aim to be the leading Ethereum blockchain infrastructure company and are currently the
only pure-play, publicly traded company focused on this strategy.
These
are not pie-in-the-sky over-optimistic comments that many are accustomed to hearing from CEOs; they are backed by numbers. While I’ll
need to wait for the audit completion to disclose our full-year 2024 revenue, I am proud to share that our unaudited revenue for 2024
surpassed the predefined performance milestone of $3,712,500 over a 177% gain from 2023. This achievement was a key factor in determining
2024 executive performance-based bonuses. Our executive compensation program for 2025 is once again fully performance-based, focusing
on measurable outcomes to align leadership incentives with long-term shareholder value. For 2025, the compensation committee has yet
again set ambitious targets with a clear progression: a revenue threshold of $4 million, a target of $8 million, and a cutoff
of $20 million. You can read more details in the 8-K
filed on January 2, 2025. While we cannot provide assurances or guarantees of future performance, our team’s goal is to exceed
the $20 million cutoff, striving for the benefit of our shareholders and to further align with the company’s broader strategic
objectives of driving sustainable growth and value creation.
Just
as we led the charge in 2014 by becoming the first public company to mine Bitcoin, we are now pioneering Ethereum infrastructure and
block-building in the public markets, making us the first and only public company with this focus. As we look to 2025 and beyond, our
commitment to innovation, strategic growth, and shareholder value remains unwavering. While we were heads down and quiet for much of
2023 and 2024, we were laying the groundwork for the future. We are excited to share more over the coming weeks and months so stay tuned.
Furthermore, the Company and I plan to be more active on social media, recognizing that most of our shareholders utilize platforms they’re
more accustomed to instead of our SEC filings. Please follow our official X accounts: @Charles_BTCS and @Nasdaq_BTCS.
Lastly,
a friendly reminder to our February 6, 2023, call to action press release: did you know that in 2023, Charles Schwab made $419
million loaning retail holders’ shares to short sellers to bet against them? If you care about our stock price as I do, please
do your part and stop your broker from lending your shares to short sellers who bet against us. You can do this by moving your shares
to a cash account instead of a margin account. I wonder what would happen if our 30k+ shareholders all moved their shares to cash accounts
on the same day?
Thank
you for your continued support and trust in BTCS.
Sincerely,
Charles
Allen
CEO,
BTCS Inc.
About
BTCS:
BTCS
Inc. (Nasdaq: BTCS) is a U.S.-based blockchain infrastructure technology company currently focused on driving scalable revenue growth
through its blockchain infrastructure operations. BTCS has honed its expertise in blockchain network operations, particularly in block
building and validator node management. Its branded block-building operation, Builder+, leverages advanced algorithms to optimize block
construction for on-chain validation, thus maximizing gas fee revenues. BTCS also supports other blockchain networks by operating validator
nodes and staking its crypto assets across multiple proof-of-stake networks, allowing crypto holders to delegate assets to BTCS-managed
nodes. In addition, the Company has developed ChainQ, an AI-powered blockchain data analytics platform, which enhances user access and
engagement within the blockchain ecosystem. Committed to innovation and adaptability, BTCS is strategically positioned to expand its
blockchain operations and infrastructure beyond Ethereum as the ecosystem evolves. Explore how BTCS is revolutionizing blockchain
infrastructure in the public markets by visiting www.btcs.com.
Forward-Looking
Statements:
Certain
statements in this shareholder letter constitute “forward-looking statements” within the meaning of the federal securities
laws, including statements regarding SEC inquiries/investigation being behind us, growth opportunities, belief regarding the Ethereum
infrastructure presenting the most compelling growth opportunity, and exceptional revenue growth potential. Words such as “may,”
“might,” “will,” “should,” “believe,” “expect,” “anticipate,”
“estimate,” “continue,” “predict,” “forecast,” “project,” “plan,”
“intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements.
While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking
statements, which are based on information available to us on the date of this release. These forward-looking statements are based upon
assumptions and are subject to various risks and uncertainties, including without limitation the SEC seeking further information about
our business, regulatory issues, the new administration’s failure to favor the crypto landscape as much as expected, unexpected
issues with Builder+, and unexpected issues with ChainQ, as well as risks set forth in BTCS’ filings with the Securities and Exchange
Commission including its Form 10-K for the year ended December 31, 2023. Thus, actual results could be materially different. BTCS expressly
disclaims any obligation to update or alter statements, whether as a result of new information, future events, or otherwise, except as
required by law.
Investor
Relations:
Charles
Allen – CEO
X
(formerly Twitter): @Charles_BTCS
Email:
ir@btcs.com
Exhibit
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