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): June 28, 2021

BTCS INC.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act: None

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 June 28, 2021, BTCS Inc. (the “Company”) appointed Andrew Lee as Chief Financial Officer of the Company, effective as of June 28, 2021. Mr. Lee, age 41, has been Chief Executive Officer of FMN, since 2017, a company focused on digital assets. From 2015 to 2016, he was an Executive/Entrepreneur in Residence at Kylin Management. From 2012 to 2013, Mr. Lee worked for Apple. Prior to this, he worked at global investment banks Lehman Brothers, Barclays Capital, and Merrill Lynch. Mr. Lee holds an MBA from the Wharton School of the University of Pennsylvania.

Mr. Lee will receive a salary of $250,000 per year and will be eligible for a performance bonus in an amount and with milestones to be determined by the Board of Directors and the Compensation Committee with the target bonus being one to two times his then base salary. Additionally, the Company will grant Mr. Lee restricted stock units (“RSUs”) to purchase an aggregate dollar value equal to $325,000 based on the closing stock price as of June 28, 2021. The RSUs shall vest as follows: (i) one fifth on June 28, 2022 and (ii) the remaining in 48 equal (monthly) increments, with each vesting tranche being subject to continued employment on such applicable vesting date.

Mr. Lee was not appointed pursuant to any arrangement or understanding with any person, and Mr. Lee does not have any family relationships with any directors or executive officers of the Company. Neither Lee nor any of his immediate family has been a party to any transaction with the Company during the Company’s last two fiscal years, nor is any such transaction currently proposed, that would be reportable under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On June 29, 2021, the Company issued a press release announcing the appointment of Andrew Lee as the Chief Financial Officer.

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.

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.