BTCS SC TO-I: Tender offer

BTCS Inc.

Filed with the SEC on · accession 0001493152-26-051144

BTCS filed a SC TO-I (sc to-i) with the SEC on Nov 12, 2026. BTCS Inc. filed Amendment No. 3 to its Schedule TO-I, correcting the number of Series V Preferred Shares beneficially owned by its directors and executive officers from 3,504,348 to 4,476,506, which reduces the shares held by other holders to 11,194,899. The stock moved -4.3% by the first close after the filing.

Summary of the filing

BTCS Inc. filed Amendment No. 3 to its Schedule TO-I, correcting the number of Series V Preferred Shares beneficially owned by its directors and executive officers from 3,504,348 to 4,476,506, which reduces the shares held by other holders to 11,194,899. The issuer tender offer remains unchanged: up to $500,000 in aggregate purchase price at a modified Dutch auction price range of $0.04 to $1.00 per share, expiring December 15, 2026.

Key details

Aggregate purchase price for Series V Preferred Stock tender offer$500K
Maximum price per Series V Share$1
Minimum price per Series V Share$0
Series V Shares held by directors and executive officers (corrected)$4.5M
Series V Shares held by holders other than directors and executive officers (corrected)$11.2M
Issuer and offerorBTCS Inc.
Chief executive officerCharles Allen
Chief financial officerMichael Prevoznik

How BTCS stock reacted

Close before

$0.94

Nov 11, 2026

First close after

-4.32%

$0.90

5 trading days

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Since filing

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Frequently asked questions

What did BTCS file with the SEC on Nov 12, 2026?

BTCS filed a SC TO-I (Tender offer). BTCS Inc. filed Amendment No. 3 to its Schedule TO-I, correcting the number of Series V Preferred Shares beneficially owned by its directors and executive officers from 3,504,348 to 4,476,506, which reduces the shares held by other holders to 11,194,899. The issuer tender offer remains unchanged: up to $500,000 in aggregate purchase price at a modified Dutch auction price range of $0.04 to $1.00 per share, expiring December 15, 2026.

What does a tender offer mean for BTCS stock?

A contract important enough that investors need to know about it — a big customer contract, a loan, a merger agreement or a partnership.

How do I read a SC TO-I?

A report the company filed with the SEC (the US market regulator). Start with the summary, then the key amounts and names. Compare it with the company’s earlier filings.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A SC TO-I (sc to-i): A report the company filed with the SEC (the US market regulator).

How did BTCS stock react to this filing?

BTCS closed at $0.94 before the filing and $0.90 on Nov 12, 2026 (-4.32%).

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