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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): January 24, 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
7.01 Regulation FD Disclosure.
On
January 24, 2024, BTCS Inc. a Nevada corporation, issued a press release containing a letter to its shareholders, in the form attached
hereto as Exhibit 99.1, and incorporated herein by reference.
The
foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section
18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise be subject to the liabilities of that section,
nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, regardless
of any general incorporation language in such filings.
Item
8.01 Other Events.
On
January 24, 2024, BTCS Inc. a Nevada corporation, issued a press release containing a letter to its shareholders, in the form attached
hereto as Exhibit 99.1, and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
+
Furnished herewith.
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:
January 24, 2024 |
By: |
/s/
Charles W. Allen |
|
Name:
|
Charles
W. Allen |
|
Title: |
Chief
Executive Officer |
Exhibit 99.1
BTCS Issues Shareholder Letter Reflecting on 2023
and Outlook for 2024
Fair Value of Crypto and Cash $26.7 Million as
of December 31, 2023
Over $6m in Net Income expected for 2023 through
early adoption of new accounting rules
Silver Spring, MD – (Globe Newswire –
January 24, 2024) – BTCS Inc. (Nasdaq: BTCS) (“BTCS” or the “Company”), a blockchain technology-focused
company, issued a letter to its shareholders describing the Company’s recent achievements and goals for 2024. The letter from Charles
Allen, CEO of BTCS, is reprinted below in its entirety.
Dear Shareholders,
As we look back on the past year and anticipate the
opportunities of 2024, I am pleased to share this annual letter with all of you, our valued shareholders who have steadfastly supported
BTCS Inc.
Ending the Year on a High Note
Our strategic decisions paid off as we ended the year
with considerable momentum. As of December 31, 2023, the Fair Market Value (“FMV”) of our cryptocurrency and cash rose 82%
year over year to an impressive $26.7 million ($25.2 million crypto and $1.5 million cash). This significant increase is not just a number
- it symbolizes the trust you place in us to navigate volatile markets and protect our assets. Additionally, the recent rise in the FMV
of our crypto assets, positions us to enhance revenue in 2024, reinforcing our financial health and growth trajectory.
Embracing New Accounting Rules for Enhanced Financial
Transparency
A significant development this year was the Financial
Accounting Standards Board’s (“FASB”) new accounting rules allowing cryptocurrencies to be carried at their fair market
value. We plan to early adopt these rules, a decision we believe will significantly enhance the transparency and accuracy of our financial
statements. This change aligns our financial reporting more closely with the economic realities of our business model. Consequently, we
anticipate that if we elect to early adopt for the recent fiscal year ended December 31, 2023, our net income may exceed $6 million, with
earnings per share estimated to be above $0.40 per share, with our current assets increasing by $23 million to approximately $27 million.
This shift is expected to provide a clearer, more accurate reflection of our financial health and performance.
Optimistic Outlook for 2024
Looking ahead to 2024, the landscape of cryptocurrency
continues to evolve rapidly. The introduction of Bitcoin ETFs marked a significant milestone and we anticipate the launch of an Ethereum
ETF, although the timing is uncertain, which we believe will further catalyze market acceptance and growth. This development aligns perfectly
with our strategic focus on Ethereum-based solutions and infrastructure.
Innovations and Future Plans
In our product development, which has been a core
focus of our efforts over the last year, we are excited about the future launch of the following products:
Builder+, a significant enhancement to our
Ethereum blockchain infrastructure, is our newly developed Ethereum block builder, which utilizes advanced algorithms to meticulously
construct optimized blocks for on-chain validation designed to maximize validator earnings. We believe Builder+ should provide a path
to scalable revenue on Ethereum’s blockchain with limited additional costs.
ChainQ, is an under-development AI-powered
blockchain data and analytics platform, designed to allow users to query real-time and historical on-chain blockchain data. Through comprehensive
indexing of public blockchain data from our Blockchain Infrastructure operations, ChainQ is intended to provide an intuitive and straightforward
platform for users to access on-chain data.
StakeSeeker, we are exploring the feasibility
of adding Ethereum non-custodial staking to our StakeSeeker platform in 2024, with the goal of further diversifying our revenue streams
and focusing on expanded and scalable offerings in the cryptocurrency space.
Enhancing Online Presence and Communication
In line with our commitment to transparency and shareholder
engagement, we plan to update our corporate website. This revamp aims to better reflect our initiatives, strategies, and the evolving
nature of our business. Additionally, we plan to release a new corporate presentation designed to provide deeper insights into our operations
and the exciting opportunities we foresee. These enhancements to our digital presence are part of our broader strategy to ensure open,
clear, and continuous communication with you, our shareholders.
Strategic Cost-Cutting Initiatives Amidst Market
Challenges
In most of 2023, we faced significant challenges as
the industry emerged from crypto winter. In stark contrast to many of our public peers who resorted to toxic funding methods, thereby
destabilizing their capital structures, we adopted a more sustainable approach. Our strategic cost-cutting initiatives, focused on operational
efficiency, allowed us to weather this period without compromising our product development or our market position. This prudent approach
was pivotal in maintaining our financial stability and protecting shareholder value in a volatile market.
Conclusion
As your CEO, I am proud of what we have accomplished
in the face of adversity, and enthusiastic about the opportunities that lie ahead. Your trust and support are the backbone of our success,
and we remain dedicated to delivering on our promise of innovation, growth, and sustainability in the dynamic world of cryptocurrency.
Thank you for your continued support and trust.
Warm regards,
Charles Allen CEO, BTCS Inc.
About BTCS:
BTCS Inc. is a Nasdaq listed company
operating in the blockchain technology sector since 2014 and is one of the only U.S. publicly traded companies with a primary focus on
proof-of-stake blockchain infrastructure. Our core focus is on driving scalable growth through a diverse range of business streams leveraging
and built on top of our core and proven blockchain infrastructure operations. BTCS secures and operates validator nodes on cutting-edge
blockchain networks that power Web 3, earning native token rewards by staking our proof-of-stake crypto assets, with an emphasis on Ethereum.
Our innovative “StakeSeeker” platform empowers crypto holders with an analytics-focused cryptocurrency dashboard. It also
offers a non-custodial Staking-as-a-Service solution, enabling users to earn staking rewards, while BTCS earns a percentage of token
holders’ rewards, creating the potential for scalable revenue with limited additional costs. We’ve also introduced “Builder+”,
an Ethereum block builder. This technology leverages advanced algorithms to maximize profit through optimized block construction. Builder+
creates opportunities for new scalable revenue streams by being utilized by third-party nodes. For more information visit: www.btcs.com.
Forward-Looking Statements:
Certain statements in the letter which is part of
this press release constitute “forward-looking statements” within the meaning of the federal securities laws including statements
regarding the growth of our business including but not limited to Builder+, StakeSeeker, and ChainQ, enhancing our revenue in 2024, reinforcing
our financial health and growth trajectory, expectations and beliefs regarding the results and effects of the new FASB accounting financial
reporting rule, diversifying our revenue base, and our beliefs regarding a launch of an Ethereum ETF and its effect on our business. 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 current estimates and assumptions and are subject to various risks and uncertainties, including without limitation
regulatory issues, audit adjustments, unanticipated amendments to the FASB rule, unexpected issues with Builder+, StakeSeeker, and ChainQ,
unexpected issues with our product offerings and the reluctance of users to try or accept our products, 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, 2022 which
was filed on March 31, 2023. 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.
Investor Relations:
ir@btcs.com
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BTCS (NASDAQ:BTCS)
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BTCS (NASDAQ:BTCS)
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