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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): July 14, 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.
On
July 14, 2025, BTCS Inc. (the “Company”) borrowed an additional $2.34 million USDT from AAVE, a decentralized finance lending
protocol, bringing the total borrowings on AAVE to approximately $17.8 million USDT. The total AAVE borrowing: (i) is collateralized
by approximately 16,232 Ethereum (ETH) with an approximate value of $49.1 million based on an ETH price of $3,025, 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
loan carries a variable interest rate set by AAVE’s smart contract, which adjusts based on market conditions and is published at
aave.com. At the time of the additional borrowing, the interest rate was approximately 5.4% per annum. The $49.1 million in ETH collateral
also earns interest at a variable rate, which was approximately 2% at the same time. As a result, the effective net cost of capital,
interest paid minus interest earned, is approximately 3.4%.
The
proceeds from the loan were used to acquire additional ETH, which the Company has staked or intends to stake through its NodeOps business.
The Company’s Board of Directors has authorized management to borrow up to 40% of the Company’s total assets (inclusive of
convertible notes) as measured at the time of borrowing.
Item
8.01. Other Events.
As
of July 14, 2025, the Company’s Ethereum (ETH) ownership and value were approximately:
| On July 14, 2025 | | |
| |
ETH Acquired (1) | | |
Aggregate
Purchase
Price (2) | | |
Average
Purchase
Price (2) | | |
Aggregate
ETH
Holdings | | |
Aggregate Fair Market Value (2)
| |
| | 2,731.44 | | |
$ | 8.24 million | | |
$ | 3,016.73 | | |
| 31,855 | | |
$ | 96.2 million | |
(1)
The ETH purchases were made using cash on hand and borrowings from the AAVE DeFi protocol.
(2)
Fair market value based on ETH-USD price of $3,025 as of July 14, 2025.
Additionally,
the fair market value of the Company’s total cryptocurrency holdings and cash was approximately $100.6 million as of July 14, 2025.
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:
July 15, 2025 |
By: |
/s/
Charles W. Allen |
| |
Name: |
Charles
W. Allen |
| |
Title: |
Chief
Executive Officer |
