BTCS Inc. Announces Board and Executive Changes

TL;DR

BTCS Inc. shook up its board and exec comp. Big changes coming?

AI Summary

On April 15, 2024, BTCS Inc. filed an 8-K report detailing changes in its board of directors and executive compensation. The filing includes the appointment of new officers and adjustments to compensatory arrangements for certain key personnel. Specific details regarding the financial impact of these changes were not immediately disclosed in this initial filing.

Why It Matters

Changes in a company's board and executive compensation can signal shifts in strategy, governance, or financial priorities, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in executive leadership and compensation can introduce uncertainty about future strategy and financial performance.

Key Players & Entities

• BTCS Inc. (company) — Registrant
• Nevada (jurisdiction) — State of Incorporation
• April 15, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value BTCS The Nasdaq Stock Mar
• $25,000 — ically: (i) annual cash compensation of $25,000 and $5,000 for serving as the Chairpers
• $5,000 — annual cash compensation of $25,000 and $5,000 for serving as the Chairperson of the N
• $50,000 — ing Committee, and (ii) the issuance of $50,000 of common stock. The annual cash compen
• $12,500 — l be issued in four equal installments ($12,500) at the end of each calendar quarter, s

Filing Documents

• form8-k.htm (8-K) — 42KB
• ex99-1.htm (EX-99.1) — 9KB
• ex99-1_001.jpg (GRAPHIC) — 10KB
• 0001493152-24-015122.txt ( ) — 236KB
• btcs-20240415.xsd (EX-101.SCH) — 3KB
• btcs-20240415_lab.xml (EX-101.LAB) — 33KB
• btcs-20240415_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

From the Filing

UNITED 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 15, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 15, 2024, the Board of Directors (the "Board") of BTCS Inc. (the "Company") appointed Ashley DeSimone as a member of the Board. There is no arrangement or understanding between Ms. DeSimone, and any other persons pursuant to which Ms. DeSimone was selected as a director. Ms. DeSimone was also appointed as the Chairperson of the Nominating and Corporate Governance Committee (the "Nominating Committee") and as a member of the Audit Committee and Compensation Committee. Since the beginning of fiscal 2024 through the date hereof, there have been no transactions with the Company, and there are currently no proposed transactions with the Company in which Ms. DeSimone had or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K. For her service as a director and Chairperson of the Nominating Committee, Ms. DeSimone shall receive compensation on the same terms and in equal amounts as the Company's other independent directors specifically: (i) annual cash compensation of $25,000 and $5,000 for serving as the Chairperson of the Nominating Committee, and (ii) the issuance of $50,000 of common stock. The annual cash compensation is payable quarterly in four equal installments at the end of each calendar quarter, subject to continued service on each applicable issuance date and pro-rated for the quarter ending June 30, 2024. The shares will be issued in four equal installments ($12,500) at the end of each calendar quarter, subject to continued service on each applicable issuance date, and pro-rated for the quarter ending June 30, 2024. The number of shares issuable will be based on the closing price of the Company's common stock on the last trading day prior to the end of the applicable calendar quarter. Item 7.01 Regulation FD Disclosure. On April 18, 2024, the Company issued a press release announcing the appointment of Ashley DeSimone to the Board. A copy of the press release is furnished as Exhibit 99.1 to this report. The information contained in the press release attached as Exhibit 99.1 to this report 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 contained 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 Company under the Securities Act of 1933. Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 99.1 BTCS Inc. 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: A

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