Form 8-K

8-K — BTCS Inc.

Accession: 0001493152-26-023378

Filed: 2026-05-15

Period: 2026-05-15

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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8-K

8-K (Primary)

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0001436229

2026-05-15

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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): May 15, 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.

May 15, 2026, BTCS Inc. (the “Company”) issued a press release announcing its financial results for the three months ended

March 31, 2026, which is furnished with this report as Exhibit 99.1. Additionally, on May 15, 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 May 15, 2026

99.2

Investor Presentation – May 15, 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:

May 15, 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 Gross Profit of $1.0 Million and 47% Gross Margin for First Quarter 2026

Gross

profit increases 745% year-over-year, driven by growth from Imperium, the Company’s DeFi business line

Wayne,

PA – (GlobeNewswire – May 15, 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 quarter ended March 31, 2026 (“Q1 2026”).

The

Company also released an updated investor presentation available at www.btcs.com/investors/.

“Q1

2026 demonstrated the power of our business model and the strategic value of Imperium,” said Charles Allen, Chief Executive

Officer. “We generated $2.1 million in total revenue and delivered $1.0 million in gross profit at a 47% gross margin. This

quarter is a clear reflection of Imperium’s growing impact on both revenue and profit margin, and we expect that contribution to

expand as we scale.”

Financial

Highlights

First

Quarter 2026 Financial Highlights

● Total

revenues increased 27% to $2.1 million for Q1 2026, compared to $1.7 million in Q1 2025,

driven by the addition of Imperium DeFi revenues, which were not present in the prior year

period.

● Gross

profit increased 745% to $1.0 million (47% margin) for Q1 2026, compared

to $0.1 million (7% margin) in Q1 2025 and $0.8 million (12% margin) in Q4 2025. The improvement

reflects the growing contribution of Imperium’s high-margin DeFi revenues and continued

operating efficiencies in the Company’s blockchain infrastructure segment.

● Although

revenues fell QoQ from $7.0 million for Q4 2025 to $2.1 million for Q1 2026, gross profits

increased 25%, as the Company’s business focus shifted from high-growth, low-margin

block-building efforts to Imperium, its high-growth, high-margin business.

● DeFi

revenues (Imperium) totaled $1.0 million for Q1 2026, representing approximately 47%

of total revenues.

● Blockchain

infrastructure revenues, comprising NodeOps and Builder+, totaled $1.1 million for Q1

2026, compared to $1.7 million in Q1 2025 and $6.3 million in Q4 2025.

● Net

loss for Q1 2026 was $69.1 million, compared to $17.3 million in Q1 2025. The net loss

was primarily driven by non-cash items, including $35.7 million in unrealized losses on digital

assets resulting from ETH price declines during the period and $29.3 million in realized

losses on digital asset transactions related to ETH sales used to manage DeFi collateral

levels and deposits into liquidity pool positions.

Balance

Sheet Highlights

● Total

assets were $129.0 million as of March 31, 2026, compared to $214.6 million as of December

31, 2025, primarily reflecting declines in the fair value of digital asset holdings due to

ETH price movements during the quarter, the sale of approximately $18.7 million of digital

assets, and the redeployment of assets across staking, DeFi, and liquidity pool strategies.

● The

Company reduced gross debt obligations by approximately $18.2 million during Q1 2026,

to approximately $74.8 million as of March 31, 2026, from $93.0 million as of December 31,

2025, through repayments of DeFi protocol borrowings. Amounts are presented gross of unamortized

debt discounts of $5.2 million and $6.0 million, respectively.

● Common

shares outstanding (including unvested restricted common stock) increased to 49.8 million

as of March 31, 2026, compared to 46.9 million as of December 31, 2025, primarily reflecting

restricted stock unit activity during the quarter. During the quarter, the Company did not

sell any shares under its At-The-Market (“ATM”) Agreement.

Michael

Prevoznik, Chief Financial Officer, stated, “Imperium generated nearly half of our total revenue in the quarter and was the

driving factor behind our strong gross profit margin. As we continue to scale Imperium and optimize our infrastructure operations, we

remain focused on scaling revenue, expanding gross profit, and delivering long-term value for our shareholders. Amid market volatility,

we proactively reduced leverage during the quarter, reflecting our disciplined approach to risk management.”

Operational

Highlights

● Improving

profit margin: Total cost of revenues for the quarter declined 28% year-over-year as

the Company continued to drive efficiencies across its blockchain infrastructure operations,

contributing to the increased gross profit and gross profit margin during the quarter.

● Imperium

scaling: During the quarter, BTCS continued to expand Imperium, broadening its on-chain

liquidity provision strategies and DeFi participation by utilizing several DeFi protocols

within the Ethereum ecosystem.

“The

hard work from our engineering team shows what Imperium is capable of,” said Ben Hunter, Chief Technology Officer. “We

developed and implemented new on-chain strategies that drove meaningful improvements in both Q1 revenue generation and margin across

our DeFi operations. As we continue to develop and refine new quantitative DeFi strategies, we believe Imperium will play an increasingly

important role in BTCS’s growth and profitability in the quarters ahead.”

Company

Commentary and Outlook

Imperium

remains the core strategic focus for BTCS in 2026. Following its launch in the second half of 2025, Imperium has grown rapidly, and the

first quarter results demonstrate its increasing contribution to the Company’s revenue mix. As the Company continues to deploy

resources towards Imperium, management expects it to be the primary driver of gross profit through the remainder of the year.

BTCS’s

2026 gross profit target of $6 million reflects management’s conviction in the Company’s ability to generate high-margin

revenue. Embedded in the Company’s performance incentive program, this target aligns management, employees, and shareholders around

a common goal of building a profitable business that creates long-term shareholder value. Management believes the Company is well-positioned

to continue building toward this goal throughout 2026.

“I

am optimistic about the rest of 2026 as Imperium continues to scale,” said Mr. Allen. “Additionally, I believe the

pending Clarity Act legislation, if passed, will provide the regulatory clarity that institutional participants need to further embrace

the blockchain industry. This legislation should serve as a significant catalyst for broader adoption and a meaningful tailwind for BTCS

and the Ethereum ecosystem.”

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 Section 27A of the Securities

Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These include, without limitation, 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, management’s beliefs regarding

the benefits of continued investment in scale and order-flow partnerships, and the potential effects of pending legislation. 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 the Company on the date of this release and speak only as of such date. These forward-looking statements are based upon current estimates,

assumptions, and expectations and are subject to various risks and uncertainties, many of which are beyond the Company’s control,

including without limitation: the inherent volatility of digital asset markets, including the market price of ETH and other digital assets;

regulatory developments affecting digital assets and blockchain technology, including the uncertain outcome of pending legislation; competition

in block-building, staking, and DeFi markets; operational risks associated with Builder+, Imperium, and NodeOps, including smart contract

vulnerabilities and DeFi protocol failures; technological implementation challenges; cybersecurity risks; counterparty risks in DeFi

protocols; potential loss or theft of digital assets; impermanent loss and liquidity risks associated with DeFi lending, borrowing, and

liquidity provision activities; risks related to the Company’s use of leverage and collateralization requirements; fluctuations

in transaction volumes and blockspace demand on the Ethereum network; risks related to changes in Ethereum network protocols, consensus

mechanisms, or gas fee structures; concentration risk from the Company’s Ethereum-first strategy; risks associated with the Company’s

reliance on third-party DeFi protocols; general economic and market conditions; and other risks set forth in the Company’s filings

with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025, filed on

March 26, 2026, and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.. The Company expressly disclaims any obligation

to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required

by applicable securities laws.

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

X: @Charles_BTCS

Email: ir@btcs.com

Financials

The

tables below are derived from the Company’s unaudited condensed financial statements included in its Quarterly Report on Form 10-Q

filed on May 14, 2026, with the Securities and Exchange Commission. Please refer to the Form 10-Q for complete financial statements,

accompanying notes, and further information regarding the Company’s results of operations and financial condition for the fiscal

quarters ended March 31, 2026 and 2025. Please also refer to the Company’s Annual Report on Form 10-K for the year ended December

31, 2025 for a discussion of risk factors applicable to the Company and its business.

BTCS

Inc.

Condensed

Balance Sheets

(Unaudited)

March 31, 2026

December 31, 2025

(Unaudited)

Assets:

Current assets:

Cash and cash equivalents

$ 284,631

$ 1,526,395

Stablecoins

534,359

1,539,064

Digital assets - treasury

2,067,022

2,388,607

Digital assets - DeFi

105,135,152

177,718,244

Digital assets - staked

8,753,681

30,657,401

Digital assets – liquidity pool positions

11,358,006

Digital assets – non-fungible tokens

25,689

41,690

Prepaid expenses

254,111

146,031

Total current assets

128,412,651

214,017,432

Investments (Cost $600,000)

600,000

Property and equipment, net

12,853

14,390

Total Assets

$ 129,025,504

$ 214,631,822

Liabilities and Stockholders’ Equity:

Current liabilities:

Accounts payable and accrued expenses

$ 17,655

$ 38,525

Accrued compensation

251,176

1,609,208

Accrued interest

219,340

225,115

Loans payable - DeFi protocol

43,778,423

61,500,000

Warrant liabilities

Total current liabilities

44,266,594

63,372,848

Convertible notes payable, net

12,653,043

11,842,195

Total liabilities

56,919,637

75,215,043

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 15,671,405 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

1,975,701

Common Stock, $0.001 par value per share; 975,000,000 shares authorized; 49,775,371 and 46,852,737 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

49,775

46,853

Additional paid-in capital

312,546,420

310,695,935

Accumulated deficit

(242,466,029 )

(173,301,710 )

Total stockholders’ equity

72,105,867

139,416,779

Total Liabilities and Stockholders’ Equity

$ 129,025,504

$ 214,631,822

BTCS

Inc.

Condensed

Statements of Operations

(Unaudited)

For the Three Months Ended

March 31,

2026

2025

Revenues

Blockchain infrastructure revenues

$ 1,135,351

$ 1,688,935

DeFi revenues

1,012,026

Total revenues

2,147,377

1,688,935

Cost of revenues

Blockchain infrastructure costs

1,123,990

1,568,659

DeFi costs

9,075

Total cost of revenues

1,133,065

1,568,659

Gross profit

1,014,312

120,276

Operating expenses:

Professional fees

293,114

282,759

General and administrative

245,595

275,629

Research and development

80,444

209,251

Compensation and related expenses

2,794,732

688,202

Marketing

27,844

245,172

Impairment loss on intangible digital assets

209,921

Realized losses on digital asset transactions

29,293,946

1,382,288

Unrealized loss on digital assets

35,685,176

14,530,822

Total operating expenses

68,630,772

17,614,123

Other income (expenses):

Interest expense

(1,547,859 )

Change in fair value of warrant liabilities

225,150

Total other income (expenses)

(1,547,859 )

225,150

Net loss

$ (69,164,319 )

$ (17,268,697 )

Basic net loss per share attributable to common stockholders

$ (1.43 )

$ (0.86 )

Diluted net loss per share attributable to common stockholders

$ (1.43 )

$ (0.86 )

Basic weighted average number of common shares outstanding

48,228,269

19,967,045

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

48,228,269

19,967,045

BTCS

Inc.

Condensed Statements of Cash Flows

(Unaudited)

For the Three Months Ended

March 31,

2026

2025

Cash flows from operating activities:

Net loss

$ (69,164,319 )

$ (17,268,697 )

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

Depreciation expense

1,537

879

Stock-based compensation

1,724,532

3,598,309

Blockchain infrastructure revenue

(1,135,351 )

(1,688,935 )

DeFi revenue

(1,012,026 )

Blockchain-based payments settled in digital assets

1,089,233

1,480,324

DeFi interest expense settled in digital assets

474,879

Blockchain network fees

368

3,054

Change in fair value of warrant liabilities

(225,150 )

Amortization on debt discount and issuance costs

810,848

Realized losses on digital asset transactions

29,293,946

1,382,288

Unrealized loss on digital assets

35,685,176

14,530,822

Impairment loss on intangible digital assets

(209,921 )

Changes in operating assets and liabilities:

Stablecoins

920,156

949

Intangible digital assets

419,842

Prepaid expenses and other current assets

(108,080 )

(172,102 )

Accounts payable and accrued expenses

(20,870 )

50,870

Accrued compensation

(505,939 )

(3,595,028 )

Accrued interest

(5,775 )

Net cash used in operating activities

(1,741,764 )

(1,902,417 )

Cash flows from investing activities:

Purchase of productive digital assets for validating

(48,940 )

Sale of productive digital assets

18,221,577

264,498

Purchase of investments

(250,000 )

Purchase of property and equipment

(1,695 )

Sale of property and equipment

1,750

Net cash provided by (used in) investing activities

18,221,577

(34,387 )

Cash flow from financing activities:

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

228,955

Proceeds from DeFi borrowing

500,000

Payments on DeFi borrowing

(18,221,577 )

Net cash (used in) provided by financing activities

(17,721,577 )

228,955

Net decrease in cash

(1,241,764 )

(1,707,849 )

Cash, beginning of period

1,526,395

1,977,778

Cash, end of period

$ 284,631

$ 269,929

Supplemental disclosure of cash flow information:

Cash paid for interest

$ 267,908

$ -

Supplemental disclosure of non-cash investing, financing and other activities:

Series V Preferred Stock Distribution

$ -

$ 180,688

Dividends distributions paid in ETH

(723,218 )

DeFi borrowing activity

USDT received against ETH collateral from new DeFi borrowing

500,000

ETH swapped to USDT in settlement of DeFi borrowing principal

18,221,577

ETH swapped to USDT in settlement of accrued DeFi interest

474,879

Liquidity pool activity:

ETH swapped into stablecoins for liquidity pool deployment

5,060,996

Deployments of digital assets into liquidity pool positions

(12,555,020 )

Withdrawals of digital assets from liquidity pool positions

1,031,535

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v3.26.1

Cover

May 15, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 15, 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

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, $0.001 par value

Trading Symbol

BTCS

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

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Cover page.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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-Section 12

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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