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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): April 23, 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) 430-6576
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 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Beginning on April 23, 2025, BTCS Inc. (the “Company”) borrowed $320,000 USDT from AAVE, a decentralized finance lending protocol. The loan: (i) is collateralized by 446 Ethereum (ETH) with an approximate value of $780,000 based on an ETH price of approximately $1,750, and (ii) has no fixed maturity date but is subject to liquidations or partial liquidations if the health factor (“HF”) falls below one. The HF is calculated by taking the total value of the ETH collateral, multiplying it by its liquidation threshold (approximately 80% for ETH), and then dividing that result by the total value of the borrowed USDT, the HF of the Company’s loan was approximately two upon initiation.
The interest rate on the loan is variable and determined by AAVE’s smart contract based on market conditions, with rates published at aave.com. The interest rate at the time of the loans origination was approximately 3.9% per annum, subject to variation in accordance with AAVE’s protocol. The proceeds from the loan were used to acquire additional ETH. The Company’s Board of Directors authorized management to borrow up to $500,000 in USDT utilizing AAVE with a loan to value of no more than 40% at the time of borrowing.
Item 7.01. Regulation FD Disclosure.
On April 28, 2025, BTCS Inc. issued a press release regarding expanding its Ethereum holdings and staking capacity through borrowing on AAVE.
The information in Item 7.01 of this report, including the information in the press release attached as Exhibit 99.1 to this report, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this report, including the information in the press release attached as Exhibit 99.1 to this report, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 99.1 | Press Release | |
| 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: April 28, 2025 | By: | /s/ Charles W. Allen |
| Name: | Charles W. Allen | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
BTCS Inc. Capitalizes on Market Dislocations to Expand Ethereum Holdings and Staking Operations
Silver Spring, MD – (Newsfile Corp. – April 28, 2025) – BTCS Inc. (Nasdaq: BTCS) (“BTCS” or the “Company”), a blockchain technology-focused company, today announced a strategic initiative to expand its Ethereum holdings and staking capacity through borrowing on AAVE, the leading decentralized lending (“DeFi”) protocol.
With Ethereum’s price action stabilizing following recent market volatility, BTCS believes the current market represents a compelling opportunity to increase exposure to ETH. As part of its broader strategy to capture long-term value within the Ethereum ecosystem, BTCS has begun borrowing USDT via AAVE, using ETH as collateral. The proceeds are being used to acquire additional ETH, which BTCS intends to drive staking operation growth through deploying additional validators.
“Market dislocations often create opportunities for disciplined, long-term focused companies,” said Charles Allen, CEO of BTCS. “In our view, Ethereum is at or near a cyclical bottom. By responsibly leveraging decentralized financial infrastructure, we are increasing our exposure to ETH and accelerating our ability to earn staking rewards at a substantially lower cost of capital than alternative funding structures.”
AAVE borrowing rates are variable and subject to market conditions. Historical rates have fluctuated, with some periods showing rates below 5%. This structure provides BTCS with access to capital at attractive rates without any equity dilution, thereby preserving shareholder value while expanding operational capacity.
This move builds on BTCS’s vertically integrated strategy, combining validator operations with innovative block building through its Builder+ platform. By staking more ETH and maintaining validator infrastructure, BTCS aims to participate in Ethereum’s consensus mechanism while seeking to grow revenue and improve margins.
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 press release constitute “forward-looking statements” within the meaning of the federal securities laws, including statements regarding investment opportunities from Ethereum, growing revenue, improving margins, and our ability to capitalize on Ethereum’s growth. 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 regulatory issues (including potential SEC enforcement actions and regulatory changes affecting DeFi protocols), cybersecurity risks, technological challenges, market adoption risks, changes in blockchain protocols, continued volatility in the cryptocurrency markets, smart contract risks, liquidation risks associated with DeFi borrowing, and other risks inherent to blockchain technology and cryptocurrency operations, as well as risks set forth in the Company’s filings with the Securities and Exchange Commission including its Form 10-K for the year ended December 31, 2024 which was filed on March 20, 2025. Thus, actual results could be materially different. The Company 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.
For more information follow us on:
Twitter: https://x.com/NasdaqBTCS
LinkedIn: https://www.linkedin.com/company/nasdaq-btcs
Facebook: https://www.facebook.com/NasdaqBTCS
Investor Relations:
Charles Allen – CEO
X (formerly Twitter): @Charles_BTCS
Email: ir@btcs.com