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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