Form 8-K

8-K — BTCS Inc.

Accession: 0001493152-26-031440

Filed: 2026-07-01

Period: 2026-07-01

CIK: 0001436229

SIC: 6199 (FINANCE SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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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 1, 2026

BTCS

INC.

(Exact

name of registrant as specified in its charter)

Nevada

001-40792

90-1096644

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

303

W. Lancaster Ave. #336, Wayne, PA 19087

(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 ☐

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.

July 1, 2026, the Board of Directors (the “Board”) of BTCS Inc. (the “Company”) appointed Chris Janis as a member

of the Board. There is no arrangement or understanding between Mr. Janis, and any other persons pursuant to which Mr. Janis was selected

as a director. Mr. Janis was also appointed as the Chairperson of the Audit Committee (the “Audit Committee”) and as a member

of the Compensation Committee. Since the beginning of fiscal 2026 through the date hereof, there have been no transactions with the Company,

and there are currently no proposed transactions with the Company in which Mr. Janis had or will have a direct or indirect material interest

within the meaning of Item 404(a) of Regulation S-K.

For

his service as a director and Chairperson of the Audit Committee, Mr. Janis shall receive compensation on the same terms and in equal

amounts as the Company’s other independent directors specifically: (i) annual cash compensation of $50,000 and $5,000 for serving

as the Chairperson of the Audit 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,

commencing with the quarter ending September 30, 2026. 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, commencing with the quarter ending September 30, 2026.

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.

July 1, 2026, the Company issued a press release announcing the appointment of Chris Janis to the Board.

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:

July 1, 2026

By:

/s/

Charles W. Allen

Name:

Charles

W. Allen

Title:

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

BTCS

Inc. Appoints Chris Janis to Its Board of Directors

Wayne,

PA – (GlobeNewswire – July 1, 2026) – BTCS Inc. (Nasdaq: BTCS) (“BTCS” or the “Company”),

short for Blockchain Technology Consensus Solutions, a company focused on blockchain infrastructure and decentralized finance operations,

today announces the appointment of Chris Janis to its Board of Directors. In addition to his Board role, Mr. Janis has been appointed

Chairperson of the Audit Committee and a member of the Compensation Committee. The appointment underscores BTCS’s commitment to

strengthening its governance structure with proven financial oversight and risk management expertise.

Mr.

Janis brings more than 35 years of experience across public accounting, consulting, and executive financial leadership. He joined PwC

in 2011 and served as a Partner in the firm’s Cyber, Risk & Regulatory Practice from 2015 until his retirement in June 2026,

leading internal audit engagements focused on risk management and internal controls and serving as Lead Client Partner for large, complex

global enterprises. Prior to PwC, he also served as CFO in the telecommunications and technology sectors, guiding companies through mergers

and acquisitions, complex financings, and corporate restructurings. Mr. Janis holds an MBA from Saint Joseph’s University and a

Bachelor of Science with a dual major in Accounting and Finance from La Salle University.

“We

are thrilled to welcome Chris to the BTCS Board of Directors,” said Charles Allen, CEO of BTCS. “Chris brings an exceptional

depth of expertise that will be invaluable as Chairperson of our Audit Committee. His appointment reflects our commitment to the highest

standards of corporate governance and to building a Board capable of supporting BTCS’s long-term growth and delivering lasting

value for our shareholders.”

Mr.

Janis’s appointment further strengthens a Board focused on rigorous oversight of BTCS’s blockchain technology operations.

His experience managing global internal audit engagements and advising complex enterprises on governance and risk aligns directly with

the responsibilities of a publicly traded company operating in a rapidly evolving industry.

“I

am honored to join the BTCS Board of Directors and to serve as Chairperson of the Audit Committee,” said Chris Janis. “BTCS

is at an exciting stage of its development, and I look forward to working closely with the Board and management team to strengthen governance

practices, enhance financial oversight, and support the Company’s continued growth.”

With

the addition of Mr. Janis, BTCS strengthens the financial oversight and governance expertise of its Board as it advances its mission

in the blockchain technology sector.

About

BTCS:

BTCS

Inc. (“BTCS” or the “Company”), short for Blockchain Technology Consensus Solutions, is a U.S.-based Ethereum-first

blockchain technology company committed to driving scalable revenue and asset accumulation through its hallmark strategy, the DeFi/TradFi

Accretion Flywheel, an integrated approach to capital formation and blockchain infrastructure. By combining decentralized finance (“DeFi”)

and traditional finance (“TradFi”) mechanisms with its blockchain infrastructure operations, comprising NodeOps (staking),

Builder+ (block building), and Imperium (DeFi deployments), BTCS offers a unique opportunity for blockchain exposure, driven by recurring

on-chain revenue generation and an Ethereum-focused strategy. Discover how BTCS offers exposure to Ethereum and its on-chain economy

through the public markets at www.btcs.com.

For

more information, follow us on:

https://x.com/NasdaqBTCS

LinkedIn:

https://www.linkedin.com/company/nasdaq-btcs

Facebook:

https://www.facebook.com/NasdaqBTCS

Investor

Relations:

Charles

Allen – CEO

@Charles_BTCS

Email:

ir@btcs.com

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