Form 8-K

8-K — BTCS Inc.

Accession: 0001493152-26-013089

Filed: 2026-03-27

Period: 2026-03-27

CIK: 0001436229

SIC: 6199 (FINANCE SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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2026-03-27

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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): March 27, 2026

BTCS

INC.

(Exact

name of registrant as specified in its charter)

Nevada

001-40792

90-1096644

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

303

W. Lancaster Ave #336, Wayne, PA 19087

(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:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.001 par value

BTCS

The

Nasdaq Stock Market

(The

Nasdaq Capital Market)

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 ☐

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

7.01 Regulation FD Disclosure.

March 27, 2026, BTCS Inc. (the “Company”) issued a press release announcing its financial results for the year ended December

31, 2025, which is furnished with this report as Exhibit 99.1. Additionally, on March 27, 2026, the Company made available on its website

(www.btcs.com) an updated corporate presentation, which is furnished with this report as Exhibit 99.2.

The

foregoing (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes

of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise be subject to the liabilities

of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, or the Exchange

Act, regardless of any general incorporation language in such filings.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

99.1

Press Release dated March 27, 2026

99.2

Investor Presentation – March 27, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

Furnished herewith.

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.

BTCS

INC.

Date:

March 27, 2026

By:

/s/

Charles W. Allen

Name:

Charles

W. Allen

Title:

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

BTCS

Reports 305% Year-Over-Year Revenue Growth to Record $16.5 Million for Full Year 2025

Revenue

growth driven by expanding Builder+ block-building activity, with Imperium delivering $1.3 million in revenue following its Q3’25

launch

Wayne,

PA – (GlobeNewswire – March 27, 2026) – BTCS Inc. (Nasdaq: BTCS) (“BTCS” or the “Company”),

short for Blockchain Technology Consensus Solutions, a company focused on blockchain infrastructure and decentralized finance operations,

today announced its financial results for the year ended December 31, 2025 (“FY 2025”). The Company also released an updated

investor presentation available at www.btcs.com/investors/.

“2025

was a transformative year for BTCS as we scaled our Ethereum-first operating model and delivered record revenue,” said Charles

Allen, Chief Executive Officer of BTCS. “Revenue grew over 300%, driven by the expansion of Builder+, our block-building business,

and the successful launch of Imperium, our decentralized finance segment. Rather than relying on staking income alone, we are actively

deploying digital assets across infrastructure and DeFi to build durable, recurring revenue streams. Our focus remains on disciplined

execution as we scale operations and become profitable.”

Financial

Highlights

Full

Year 2025 Financial Highlights1

●

Revenue

increased 305% to $16.5 million, compared to $4.1 million in 2024. Revenue growth during 2025 was driven primarily

by the continued expansion of Builder+ block-building operations and staking activities, along with the Q3’25 launch of Imperium

decentralized finance activities.

●

Blockchain

infrastructure revenue, comprised of staking (NodeOps) and block-building (Builder+) operations, totaled $15.2 million, representing

approximately 92% of total revenue, driven primarily by the continued expansion of Builder+ block-building operations as transaction

activity and blockspace demand across the Ethereum ecosystem increased.

●

DeFi

revenue totaled approximately $1.3 million, representing approximately 8% of total revenue, following the launch of Imperium and

its initial scaling during 2025.

●

Gross

profit increased to approximately $2.0 million from $0.9 million in 2024; however, gross margin declined to approximately 12% from

23% in the prior year, primarily reflecting higher validator payments and infrastructure costs associated with scaling Builder+ operations.

Balance

Sheet Highlights

●

Total

assets increased over 460% to approximately $214.6 million at December 31, 2025, reflecting expansion of the Company’s

digital asset holdings, infrastructure operations, and the use of equity and debt financing during the year.

●

Ethereum

(ETH) holdings increased to 70,787 ETH at December 31, 2025, representing a 680% year-over-year increase.

●

Total

liabilities increased to approximately $75.2 million as of December 31, 2025, primarily reflecting ETH-backed borrowings through

decentralized finance protocols and convertible notes issued during the year.

●

Common

shares outstanding increased to 46.9 million during 2025 as the Company raised capital through its at-the-market program while also

repurchasing shares under its previously announced share repurchase program.

●

of March 22, 2026, the Company’s total cash and digital asset balance totaled $126.4 million, inclusive of 57,633 ETH,

and total debt obligations amounted to $61.8 million.

1Reported

operating results were also influenced by non-cash items related to digital asset price movements and financing activities, including

unrealized gains or losses on digital assets and interest expense associated with DeFi borrowings and convertible notes. These items

may cause reported results to fluctuate from period to period due to the inherent volatility of digital asset markets.

Michael

Prevoznik, Chief Financial Officer of BTCS, stated, “2025 demonstrated the scalability of our infrastructure-focused business

model. Revenue from Builder+ and staking grew significantly, while Imperium added a new, higher-margin revenue stream. Our focus in 2026

remains on expanding these higher-margin opportunities while maintaining disciplined capital management. In response to recent market

volatility, we proactively reduced leverage by approximately $18.7 million, bringing our total debt to $61.8 million.”

Operational

Highlights

●

Q3’25, BTCS launched Imperium, a decentralized finance operating segment focused on deploying digital assets into DeFi protocols

as a liquidity provider and market participant.

●

Throughout

the year, BTCS partnered with several companies including MetaMask, ETHGas, and NuConstruct to further expand order flow for the

Company’s block building business.

●

BTCS

became the first public company to integrate Aave, a leading decentralized lending and borrowing platform into its operations.

●

Q1’26, BTCS expanded Imperium through integrations with Sorella Labs and Gauntlet to further expand on-chain liquidity provision

opportunities and high-margin revenue generation.

Ben

Hunter, Chief Technology Officer of BTCS, emphasized, “The blockchain ecosystem has continued to evolve, and we believe that

BTCS is well-positioned through our infrastructure capabilities and DeFi initiatives to pursue long-term growth opportunities across

the Ethereum economy. In 2025, BTCS partnered with companies across the industry to strengthen and scale our blockchain technology stack,

supporting the continued development of our Ethereum-focused strategy.”

Company

Commentary and Outlook

BTCS

entered 2026 focused on scaling Imperium, its higher-margin decentralized finance business line. In support of this objective, the Company

realigned its 2026 performance incentive program to place greater emphasis on profitability, including a new gross profit target of $6

million, which represents approximately three times 2025 levels. This focus is intended to better align executives, employees, and shareholders

as BTCS continues to build a long-term, sustainable, and profitable business model.

Builder+

was the primary driver of revenue growth in 2025, as the Company expanded its participation in Ethereum block-building markets and increased

order-flow relationships across the ecosystem. While blockspace markets remained competitive, management believes that continued investment

in scale and order-flow relationships will strengthen BTCS’s market position and support margin expansion and long-term growth.

2026, the Company expects Imperium to represent a larger proportion of total revenue, following its launch in the second half of 2025

and as it continues to scale into the new year. As a higher-margin business line, Imperium is expected to play an increasingly important

role in the Company’s operating model by enabling deployment of digital assets across decentralized finance protocols to generate

liquidity provision fees and other protocol-based income.

Mr.

Allen added, “As the Company’s largest shareholder, my goal is to build long-term value through disciplined execution

and sustainable growth. We believe this is achieved not simply by accumulating digital assets or relying on asset price appreciation,

but by actively generating recurring, high-margin revenue from our infrastructure and DeFi operations. This operating approach differentiates

BTCS in the public markets and supports stockholder value creation.”

About

BTCS:

BTCS

Inc. (“BTCS” or the “Company”), short for Blockchain Technology Consensus Solutions, is a U.S.-based Ethereum-first

blockchain technology company committed to driving scalable revenue and asset accumulation through its hallmark strategy, the DeFi/TradFi

Accretion Flywheel, an integrated approach to capital formation and blockchain infrastructure. By combining decentralized finance (“DeFi”)

and traditional finance (“TradFi”) mechanisms with its blockchain infrastructure operations, comprising NodeOps (staking),

Builder+ (block building), and Imperium (DeFi deployments), BTCS offers a unique opportunity for blockchain exposure, driven by recurring

on-chain revenue generation and an Ethereum-focused strategy. Discover how BTCS offers exposure to Ethereum and its on-chain economy

through the public markets at www.btcs.com.

Forward-Looking

Statements:

Certain

statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws,

including statements regarding providing value to shareholders, growth (including revenue growth), long-term value creation, expected

results from Imperium, improving margins, the Company’s 2026 gross profit target, becoming profitable, expectations regarding Imperium

representing a larger proportion of total revenue in 2026, beliefs regarding the Company’s market position, expectations for margin

expansion, the scalability of the Company’s business model, the Company’s ability to generate recurring revenue streams,

and management’s beliefs regarding the benefits of continued investment in scale and order-flow partnerships. Words such as “may,”

“might,” “will,” “should,” “believe,” “expect,” “anticipate,”

“estimate,” “continue,” “predict,” “forecast,” “project,” “plan,”

“intend,” “positioned,” “focus,” “target” or similar expressions, or statements regarding

intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements

are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available

to us on the date of this release. These forward-looking statements are based upon assumptions and are subject to various risks and uncertainties,

including without limitation: regulatory issues affecting digital assets and blockchain technology; volatility in the market price for

ETH and other digital assets; competition in block-building and DeFi markets; unexpected issues with Builder+ or Imperium operations;

technological implementation challenges; cybersecurity risks; smart contract vulnerabilities; counterparty risks in DeFi protocols; potential

loss of digital assets; liquidity risks associated with DeFi lending and borrowing activities; risks related to the Company’s use

of leverage; fluctuations in transaction volumes and blockspace demand on the Ethereum network; risks related to changes in Ethereum

network protocols or consensus mechanisms; and other risks set forth in the Company’s filings with the Securities and Exchange

Commission, including its Form 10-K for the year ended December 31, 2025, which was filed on March 26, 2026. Thus, actual results could

be materially different. The Company expressly disclaims any obligation to update or alter statements, whether as a result of new information,

future events, or otherwise, except as required by law.

For

more information, follow us on:

https://x.com/NasdaqBTCS

LinkedIn:

https://www.linkedin.com/company/nasdaq-btcs

Facebook:

https://www.facebook.com/NasdaqBTCS

Investor

Relations:

Charles

Allen - CEO

@Charles_BTCS

Email:

ir@btcs.com

KCSA

Strategic Communications

Valter

Pinto - Managing Director

Email:

BTCS@KCSA.com

Tel:

(212) 896-1254

Financials

The

tables below are derived from the Company’s financial statements included in its Form 10-K filed on March 26, 2026, with the Securities

and Exchange Commission. Please refer to the Form 10-K for complete financial statements and further information regarding the Company’s

results of operations and financial condition relating to the fiscal quarter and fiscal year ended December 31, 2025 and 2024. The Company’s

Form 10-K also includes a discussion of risk factors applicable to the Company and its business.

BTCS

Inc.

Balance

Sheets

December 31,

2025

2024

Assets:

Current assets:

Cash and cash equivalents

$ 1,526,395

$ 1,977,778

Stablecoins

1,539,064

39,545

Digital assets - treasury

2,388,607

646,539

Digital assets - DeFi

177,718,244

Digital assets - staked

30,657,401

35,410,144

Non-fungible tokens

41,690

Prepaid expenses

146,031

63,934

Total current assets

214,017,432

38,137,940

Other assets:

Investments, at value (Cost $600,000)

600,000

100,000

Property and equipment, net

14,390

7,449

Total other assets

614,390

107,449

Total Assets

$ 214,631,822

$ 38,245,389

Liabilities and Stockholders’ Equity:

Current liabilities:

Accounts payable and accrued expenses

$ 38,525

$ 70,444

Accrued compensation

1,609,208

3,907,091

Accrued interest

225,115

Loans payable - DeFi protocol

61,500,000

Warrant liabilities

267,900

Total current liabilities

63,372,848

4,245,435

Non-current liabilities:

Convertible notes payable, net

$ 11,842,195

$ -

Total non-current liabilities

11,842,195

Total liabilities

75,215,043

4,245,435

Commitments and contingencies (Note 11)

Stockholders’ equity:

Preferred Stock, $0.001 par value per share; 20,000,000 shares authorized, of which:

Series V Preferred Stock; 15,671,405 and 15,033,231 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

$ 1,975,701

$ 2,646,314

Common Stock, $0.001 par value per share; 975,000,000 shares authorized; 46,852,737 and 18,717,743 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

46,853

18,718

Additional paid-in capital

310,695,935

171,283,199

Accumulated deficit

(173,301,710 )

(139,948,277 )

Total stockholders’ equity

139,416,779

33,999,954

Total Liabilities and Stockholders’ Equity

$ 214,631,822

$ 38,245,389

BTCS

Inc.

Statements

of Operations

For the Year Ended

December 31,

2025

2024

Revenues

Blockchain infrastructure revenues

$ 15,177,667

$ 4,073,518

DeFi revenues

1,313,917

Total revenues

16,491,584

4,073,518

Cost of revenues

Blockchain infrastructure costs

14,469,354

3,127,509

DeFi costs

12,300

Total cost of revenues

14,481,654

3,127,509

Gross profit

2,009,930

946,009

Operating expenses:

Professional fees

1,657,024

645,143

General and administrative

1,562,940

1,027,133

Research and development

679,434

755,813

Compensation and related expenses

3,502,872

6,598,348

Marketing

602,456

80,993

Realized losses on digital asset transactions

8,184,469

767,375

Unrealized loss (gain) on digital assets

15,713,307

(7,683,772 )

Total operating expenses

31,902,502

2,191,033

Other income (expenses):

Interest expense

(3,517,671 )

Change in fair value of warrant liabilities

267,900

(54,150 )

Impairment loss on non-fungible tokens

(149,566 )

Loss on settlement of dividend payable

(52,793 )

Loss on extinguishment of debt

(8,731 )

Other income

28,000

Total other income (expenses)

(3,460,861 )

(26,150 )

Net loss

$ (33,353,433 )

$ (1,271,174 )

Basic net loss per share attributable to common stockholders

$ (1.00 )

$ (0.08 )

Diluted net loss per share attributable to common stockholders

$ (1.00 )

$ (0.08 )

Basic weighted average number of common shares outstanding

33,190,938

16,263,702

Diluted weighted average number of common shares outstanding, basic and diluted

33,190,938

16,263,702

BTCS

Inc.

Statements

of Cash Flows

For the Year Ended

December 31,

2025

2024

Cash flows from operating activities:

Net loss

$ (33,353,433 )

$ (1,271,174 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation expense

4,067

5,689

Stock-based compensation

657,076

2,423,560

Blockchain infrastructure revenue

(15,177,667 )

(4,073,518 )

DeFi revenue

(1,301,976 )

Builder payments (non-cash)

14,299,606

2,765,731

Blockchain network fees (non-cash)

12,284

Change in fair value of warrant liabilities

(267,900 )

54,150

Purchase of non-productive digital assets

(191,256 )

Amortization on debt discount and issuance costs

1,497,000

Realized losses on digital asset transactions

8,184,469

767,375

Unrealized loss (gain) on digital assets

15,713,307

(7,683,772 )

Impairment loss on non-fungible tokens

149,566

Loss on settlement of dividend payable

52,793

Loss on extinguishment of debt

8,731

Changes in operating assets and liabilities:

Stablecoins

(1,499,519 )

(18,501 )

Prepaid expenses and other current assets

(82,097 )

(1,473 )

Receivable for capital shares sold

291,440

Accounts payable and accrued expenses

(31,919 )

15,386

Accrued compensation

1,317,810

3,194,999

Accrued interest

225,115

Net cash used in operating activities

(9,783,943 )

(3,530,108 )

Cash flows from investing activities:

Purchase of productive digital assets for validating

(201,348,417 )

(3,531,550 )

Sale of productive digital assets

4,362,106

901,980

Purchase of investments

(500,000 )

Purchase of property and equipment

(12,759 )

(2,648 )

Sale of property and equipment

1,750

Net cash used in investing activities

(197,497,320 )

(2,632,218 )

Cash flow from financing activities:

Net proceeds from issuance common stock/ At-the-market offering

135,160,842

6,681,777

Dividend distributions

(2,679,994 )

Payments for shares repurchased

(4,000,000 )

Proceeds from issuance of convertible notes, net

16,843,500

Proceeds from Defi borrowing

122,947,000

Payments to Defi borrowing

(61,455,731 )

Payments of debt issuance costs

(130,989 )

Proceeds from disgorgement of stockholders short-swing profits

145,252

Net cash provided by financing activities

206,829,880

6,681,777

Net (decrease)/increase in cash

(451,383 )

519,451

Cash, beginning of period

1,977,778

1,458,327

Cash, end of period

$ 1,526,395

$ 1,977,778

Supplemental disclosure of cash flow information:

Cash and stablecoins paid for interest

$ 1,795,557

$ -

Supplemental disclosure of non-cash investing and financing activities:

Series V Preferred Stock Distribution

$ 180,688

$ 82,376

Non-cash discount on convertible notes

$ 1,017,026

$ -

Extinguishment of USDT-denominated debt via on-chain protocol

$ 1,500,000

$ -

Issuance of GHO-denominated debt via on-chain protocol

$ (1,500,000 )

$ -

Issuance of common stock upon non-cash exercise of warrants and stock options

$ 8,134,516

$ -

Dividends distributions paid in ETH

$ 495,927

$ -

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XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 41

v3.26.1

Cover

Mar. 27, 2026

Cover [Abstract]

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Document Period End Date

Mar. 27, 2026

Entity File Number

001-40792

Entity Registrant Name

BTCS

INC.

Entity Central Index Key

0001436229

Entity Tax Identification Number

90-1096644

Entity Incorporation, State or Country Code

Entity Address, Address Line One

303

W. Lancaster Ave #336

Entity Address, City or Town

Wayne

Entity Address, State or Province

Entity Address, Postal Zip Code

19087

City Area Code

(202)

Local Phone Number

430-6576

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false

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false

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false

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Common

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Trading Symbol

BTCS

Security Exchange Name

NASDAQ

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