Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective January 19, 2023, the Board of Directors (the "Board") of BTCS Inc. (the "Company") approved the issuance of $50,000 of common stock to each independent director. The shares will be issued in four equal installments ($12,500) at the end of each calendar quarter beginning March 31st, subject to continued service on each applicable issuance date. The number of shares issuable will be based on the closing price of the Company's common stock on the last trading day prior to the end of the applicable calendar quarter.

The Board also approved the following annual committee chair fees: $5,000 for the Audit Committee Chair, $5,000 for the Compensation Committee Chair, and $5,000 for the Governance and Nominating Committee (collectively, the "Committee Chair Fees"). The Committee Chair Fees are payable quarterly in four equal installments at the end of each calendar quarter. The annual Board fees remain unchanged at $25,000 per indepndent director payable quarterly in four equal installments at the end of each calendar quarter.

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