Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On May 13, 2025, BTCS Inc. (the "Company") entered into a Securities Purchase Agreement (the "SPA") with three accredited investors (collectively the "Investors"), pursuant to which the Company issued to the Investors 5% Original Issue Discount Senior Secured Convertible Notes (the "Notes") in an aggregate principal amount of $7,810,526, for a purchase price of $7,420,000. In connection with the issuance of the Notes, the Company also agreed to issue to the investors 1,901,916 five-year warrants ("Warrants") which are exercisable at $2.75 per share (collectively, the "Offering").

The Notes: (i) are convertible into shares of the Company's common stock at a conversion price of $5.85 per share, (ii) mature 24 months from the closing date, (iii) accrue an interest rate of 6% per annum, which may be paid on a quarterly basis in cash or freely tradable shares, (iv) contain a 4.99% beneficial ownership conversion blocker, and (v) are secured by all of the Company's assets as collateral, except for Ethereum deposited as collateral for USDT borrowings on AAVE and certain other exclusions.

Mr. Charles Allen, the Company's Chairman of the Board and Chief Executive Officer, invested $95,000 in the Offering. Additionally, a trust of which Mr. Allen is a beneficiary but is not the settlor or trustee invested $200,000 in the Offering. An independent committee of the Company's Board of Directors approved Mr. Allen's investment in the Offering.

H.C. Wainwright & Co., LLC served as the Company's exclusive placement agent in the Offering.

The foregoing description of the terms and conditions of the SPA, the Notes, the Warrants and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the forms of the SPA, the Notes, and the Warrants, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, to this Current Report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.