BTCS Inc. (NASDAQ:BTCS) ("BTCS" or the "Company"), short for Blockchain Technology Consensus Solutions, a company focused on decentralized finance and blockchain infrastructure operations, today announced that it has commenced a cash tender offer to purchase shares of its Series V Preferred Stock (the "Series V Shares") having an aggregate purchase price of up to $500,000, at a price per share of not less than $0.04 nor more than $1.00, net to the seller in cash, without interest and less any applicable withholding taxes (the "Offer").
The Offer is being conducted through a "modified Dutch auction." Holders may tender Series V Shares at a price they specify within the range, in increments of $0.01, or elect to tender "at the purchase price." When the Offer expires, the Company will determine the lowest single price within the range that allows it to purchase Series V Shares having an aggregate purchase price of up to $500,000 (or all shares tendered, if fewer), and will pay that price for every share it purchases, including shares tendered at lower prices. Shares tendered above the purchase price will not be purchased. If the Offer is oversubscribed at the purchase price, shares will be purchased on a pro rata basis.
The Company has set a wide price range because there is no trading market for the Series V Shares and therefore no market price to anchor a range to; the purchase price will be determined by the prices at which holders choose to tender.
The Offer will expire at 5:00 p.m., New York City time, on December 15, 2026, unless extended or earlier terminated by the Company. Tendered Series V Shares may be withdrawn at any time before the expiration of the Offer. The Offer is not conditioned on any minimum number of shares being tendered or on financing. The Offer is subject to the conditions described in the Offer to Purchase. The Company’s directors and executive officers have advised the Company that they will not tender any Series V Shares in the Offer.