Btcs Inc SEC Filings

BTCS Inc. Chief Technology Officer Hunter Benjamin Henry reported an open-market sale of 10,000 shares of Common Stock at an average price of $1.2058 per share. After this transaction, he still directly owns 1,278,018 BTCS shares, indicating the sale represents a small portion of his holdings.

BTCS Inc. CEO Charles W. Allen reported selling a total of 420,000 shares of BTCS common stock in open-market transactions over three consecutive days. He sold 105,000 shares on June 9 at a weighted average price of $1.2699, 150,000 shares on June 10 at $1.1944, and 165,000 shares on June 11 at $1.1098. After these sales, he directly holds 7,099,033 shares of BTCS common stock, which include restricted shares that may be forfeited if vesting conditions are not satisfied.

BTCS Inc. held its 2026 Annual Meeting of Shareholders and reported a debt repayment. Shareholders elected Charles Allen, Charles Lee, and Ashley DeSimone as directors and approved six proposals, including several amendments to the 2021 Equity Incentive Plan.

Investors approved increasing shares authorized under the 2021 Plan to 24,500,000, allowing certain recycled shares to be reused, and adding an evergreen provision starting with fiscal year 2027. Separately, on June 5, 2026, BTCS repaid $8.7 million of principal under its borrowing arrangement with Aave, leaving approximately $35.7 million of indebtedness outstanding, including accrued and unpaid interest.

BTCS Inc. reported a change to its corporate bylaws that lowers the shareholder meeting quorum requirement. The board approved an amendment so that holders of thirty-three and one third percent (33.3%) of the voting power, present in person or by proxy, now constitute a quorum.

Previously, the bylaws required a majority of the voting power to be present for a shareholder meeting to conduct business. This amendment is set out in an attached bylaw change identified as Exhibit 3.1.

BTCS Inc. reported Q1 2026 results highlighting a sharp mix of improving margins and large crypto-related losses. Total revenues were $2.15M, up 27% from Q1 2025, driven by the Imperium DeFi line, which contributed $1.01M and about 47% of revenue.

Gross profit rose to $1.01M with a 47% margin, compared with $0.12M and a 7% margin a year earlier, as the business shifted toward higher-margin DeFi activity and away from low-margin block building. However, BTCS posted a net loss of $69.16M, mainly from $35.69M in unrealized and $29.29M in realized losses on digital assets tied to ETH price declines and collateral management.

On the balance sheet, total assets fell to $129.0M from $214.6M as digital asset values declined and some holdings were sold or redeployed into staking, DeFi, and liquidity pools. The company reduced gross debt to about $74.8M from $93.0M by repaying DeFi borrowings, and ended the quarter with $0.28M in cash and $0.53M in stablecoins. Management targets $6M of gross profit for 2026, reflecting confidence that Imperium will remain the main profit driver.

BTCS Inc. reported blockchain-focused operations with growing complexity but sharply weaker financial results for the three months ended March 31, 2026. Revenue rose to $2.15M from $1.69M, driven by new DeFi revenues of $1.01M alongside blockchain infrastructure revenues of $1.14M.

However, heavy realized and unrealized losses on digital assets of about $29.3M and $35.7M, plus impairment charges, led to a net loss of $69.2M versus $17.3M a year earlier. The fair value of digital assets fell from $210.8M to $116.0M, while stockholders’ equity dropped from $139.4M to $72.1M.

BTCS holds significant ETH deployed in staking and DeFi, including Aave-based borrowing, with loans payable to DeFi protocols of $43.8M and cash of only $0.28M. The company highlights substantial dependence on the Ethereum ecosystem and DeFi protocols, exposing it to price volatility, smart contract, collateral, and liquidity risks.

BTCS Inc. calls a virtual 2026 annual stockholders meeting on June 8, 2026, with April 13, 2026 as the record date. Stockholders will vote to elect three directors, ratify Forvis Mazars, LLP as auditor for 2026, and amend the 2021 Equity Incentive Plan.

The plan amendments would raise the share limit to 24,500,000 shares, allow certain shares (such as those withheld for taxes or option exercises) to return to the pool, and add an evergreen feature that can increase available shares annually by up to 2.5% of outstanding common stock. An adjournment proposal would permit extending the meeting to gather more votes if needed.

BTCS Inc. is soliciting proxies for its virtual 2026 Annual Meeting of Stockholders to be held on June 8, 2026. The Board fixed April 13, 2026 as the record date. The Agenda includes election of three directors, ratification of Forvis Mazars as auditor, and three amendments to the 2021 Equity Incentive Plan: (1) increase authorized shares to 24,500,000, (2) broaden share reuse rules, and (3) add an evergreen that adds 2.5% of outstanding shares annually. The Board unanimously recommends a "For" vote on all proposals.

BTCS Inc. changed its independent registered public accounting firm, dismissing RBSM LLP and appointing Forvis Mazars, LLP for the fiscal year ending December 31, 2026. The board acted on the recommendation of the Audit Committee.

BTCS states that RBSM’s audit reports on the 2025 and 2024 financial statements contained no adverse or disclaimed opinions and were not qualified or modified. The company also reports no disagreements with RBSM and no reportable events during those periods. Before the appointment, BTCS and its representatives did not consult Forvis Mazars on accounting principles, audit opinions, or other reportable matters.