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8-K

BTCS Inc. (BTCS)

8-K 2025-11-14 For: 2025-11-14
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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): November 14, 2025

BTCS

INC.

(Exact name of registrant as specified in its charter)

Nevada 001-40792 90-1096644
(State<br> or Other Jurisdiction<br><br> <br>of<br> Incorporation) (Commission<br><br> <br>File<br> Number) (I.R.S.<br> Employer<br><br> <br>Identification<br> No.)

303W. 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement<br> 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<br> Stock, $0.001 par value BTCS The<br> Nasdaq Stock Market<br><br> <br>(The<br> 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 ☐

If 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. ☐

Item7.01 Regulation FD Disclosure.

On November 14, 2025, BTCS Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2025, which is furnished with this report as Exhibit 99.1. Additionally, on November 14, 2025, 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.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits
99.1 Press Release dated November 14, 2025+
99.2 Investor Presentation – November 2025
104 Cover<br> 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<br> INC.
Date:<br> November 14, 2025 By: /s/ Charles W. Allen
Name: Charles<br> W. Allen
Title: Chief<br> Executive Officer

Exhibit99.1



BTCSReports Record Revenue for the Third Quarter 2025

RevenueIncreases 568% Year-over-Year and 78% Sequentially to $4.94 Million

Q32025 Net Income Reaches $65.59 Million Driven by Ethereum Accumulation

ETHHoldings Increased to 70,322, Valued at $291.58 Million as of 9/30/25

LaunchedImperium and Successfully Integrated Aave to Extend BTCS’ Ethereum-First Strategy into Decentralized Finance


Wayne,PA – (Globe Newswire – November 14, 2025) – BTCS Inc. (Nasdaq: BTCS) (“BTCS” or the “Company”), a blockchain technology-focused company, short for Blockchain Technology Consensus Solutions, today announced record revenue for the three and nine months ended September 30, 2025 (“Q3 2025”). The Company also released an updated investor presentation available at www.btcs.com/investors/.


“BTCS is defining the future of Ethereum infrastructure,” said Charles Allen, CEO of BTCS. “Our 2025 third quarter financial results mark a pivotal milestone as we achieved record revenue, strong profitability, and meaningful progress in executing our Ethereum-first strategy. We raised more than $200 million, launched a share repurchase program, and significantly expanded our treasury holdings while maintaining a disciplined focus on shareholder value. The increase in ETH per share highlights the success of our capital-efficient model and integrated operations.”

2025Third Quarter Financial Highlights


Q3<br> 2025 revenue of $4.94 million, up 568% YoY and up 78% QoQ.
Nine-month<br> revenue for period ended September 30, 2025 was $9.40 million, up 437% YoY, exceeding full-year 2024 revenues by more than 2.3x.
Builder+<br> revenue was $3.36 million in Q3 2025, an increase of 34% QoQ and 730% YoY, driven by higher transaction volume, greater order flow,<br> and technical optimizations across the Company’s block-building infrastructure.
Gross<br> margins improved to 22% in Q3 2025 compared to (2.9%) in Q2 2025, reflecting early operating leverage from scaling activity and enhanced<br> infrastructure efficiency.
Net<br> income increased 1,590% QoQ to $65.59 million in Q3 2025, primarily driven by a $73.72 million increase in the fair value of crypto<br> assets.
Net<br> income for nine-month period ended September 30, 2025 reached $52.20 million, marking the most profitable nine-month period in Company<br> history.

Mr. Allen added, “The launch of our third business unit, Imperium, marks a major step in our evolution as we expand into decentralized finance with a scalable, high-margin business that complements our Builder+ and NodeOps platforms. In addition, our integration of Aave with our DeFi and traditional finance strategies demonstrates our commitment to building an Ethereum-native ecosystem focused on innovation, scalability, and long-term sustainability. With a strong foundation and a clear strategic path forward, BTCS is positioned to be a leader in the Ethereum economy and deliver lasting value for our shareholders.”

Michael Prevoznik, Chief Financial Officer of BTCS, commented, “Our third quarter results highlight the strength and scalability of our business model. We achieved record revenue and profitability while expanding our ETH position to more than $290 million in value. The appreciation in Ethereum, combined with disciplined balance sheet management, drove significant unrealized gains and the strongest quarter in our history. By leveraging both traditional and decentralized financing tools, including our ATM program, ETH-backed borrowing, and convertible notes issued at above market conversion prices, we have built a flexible capital structure that supports growth, maintains shareholder alignment, and positions BTCS for long-term value creation.”

BalanceSheet

Total<br> assets increased 632% to $298.86 million in Q3 2025, up 681% year-to-date, reflecting substantial ETH accumulation.
ETH<br> holdings increased to 70,322 ETH, up 380% from Q2 2025 and 676% year-to-date, valued at $291.58 million as of September 30, 2025.
Total<br> liabilities were $73.45 million, primarily comprised of ETH-backed borrowing and convertible notes, as the Company strategically<br> introduced leverage to amplify ETH exposure.
Common<br> shares outstanding increased to 47.1 million, up 114% sequentially, a modest dilution relative to the Company’s 392%  growth<br> in market capitalization since the beginning of 2025.

OperationalUpdate

BTCS successfully launched its new Imperium business line, expanding the Company’s blockchain operations into decentralized finance (DeFi). Through Imperium, BTCS deploys tokens into smart contract–based protocols to earn on-chain rewards. Imperium complements the Company’s Builder+ and NodeOps operations by adding what it believes will be a high-margin, scalable revenue stream that reinforces BTCS’s integrated position across the Ethereum infrastructure stack.

Additionally, the Company became the first public company to integrate Aave, a leading decentralized lending and borrowing protocol into its operations. This on-chain integration is designed to enable the Company to generate and pursue liquidity and scalable revenue growth without shareholder dilution, while maintaining control of its assets. The initiative aligns with BTCS’s Imperium DeFi operations and its broader DeFi/TradFi Flywheel strategy, which combines decentralized finance with traditional capital markets to enhance ETH accumulation, capital efficiency, and shareholder value.

BTCS is advancing its revenue growth strategy through integrations with leading Ethereum-focused platforms such as ETHGas and NuConstruct. These integrations are designed to unlock new, scalable revenue streams while deepening BTCS’s engagement across the Ethereum ecosystem. In parallel, the Company has strengthened partnerships with prominent industry participants including Figment, WonderFi, Angstrom, and MetaMask, further expanding its Ethereum-native capabilities and reinforcing its position as a leader in institutional-grade DeFi infrastructure.

Financial Discussion


During the third quarter of 2025, BTCS achieved record financial performance driven by disciplined execution of its Ethereum-first strategy and the continued scaling of its Builder+ and Imperium operations. Revenue increased 78% sequentially to $4.94 million, while gross margin improved to 22%, reflecting enhanced block-building efficiency and early contributions from DeFi revenue through Imperium. Net income reached $65.59 million, compared to a net loss of $9.04 million in the prior-year period, primarily due to $73.72 million in unrealized gains on Ethereum holdings as ETH appreciated sharply during the quarter.

Operationally, Builder+ accounted for approximately 68% of total quarterly revenue, with NodeOps contributing 17% and Imperium representing 15% in its first full quarter of contribution. Builder+ revenues rose 34% sequentially as BTCS expanded its share of block-building activity and improved efficiency across its infrastructure. The scaling of NodeOps and Imperium, both high-margin activities, supported margin expansion. As BTCS continues to optimize infrastructure utilization and integrate its growing ETH base into operations, the Company believes it is positioned for continued margin improvement.

ETH reached all-time highs of approximately $4,946 in late August before ending the quarter below $4,200, contributing to significant valuation gains on BTCS’s growing Ethereum position. The Company strategically utilized both traditional and decentralized financing mechanisms to expand ETH exposure, raising approximately $139 million through its ATM program, issuing convertible notes with conversion prices of $5.85 and $13.00, and growing ETH-backed DeFi borrowings to $56.5 million through Aave. These initiatives increased the Company’s Ethereum holdings by 55,663 from the prior quarter, representing a 124% increase in ETH per common share (x 1,000), from 0.68 to 1.49 for Q3 2025.

BTCS made history as the first public company to issue both a dividend and a loyalty reward in Ethereum, providing shareholders who lock up their shares with direct, blockchain-based payouts. Since announcing the Bividend on August 18, 2025, short interest has declined sharply, falling from a high of approximately 5.56 million shares (≈ 13% of float) on August 15, 2025, to just 953,000 shares (≈ 2% of float) as of October 15, 2025, according to FINRA data. Complementing this, BTCS launched a $50 million share repurchase program, repurchasing approximately $4 million of common stock at an average price of $4.50 per share, roughly 15% below the average price of shares sold under its ATM program and reducing total shares outstanding by roughly 3%. Together, the Bividend and share repurchase initiatives represent decisive actions aimed at combating short-selling activity, tightening the public float, and enhancing long-term shareholder value.

AboutBTCS:

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 ETH 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 activity), BTCS offers one of the most sophisticated opportunities for leveraged ETH exposure, driven by recurring on-chain revenue generation and a focused ETH accumulation strategy. Discover how BTCS offers operational andfinancial leveraged exposure to Ethereum through the public markets at www.btcs.com.

Forward-LookingStatements:

Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws, including statements regarding providing value to our shareholders, growth (including revenue growth), long-term value creation, expected results from Imperium, and improving margins. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” 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, volatility in the market price for ETH, competition, unexpected issues with Builder+, and other technological implementations, cybersecurity risks, smart contract vulnerabilities, counterparty risks in DeFi protocols and potential loss of Digital Assets, as well as 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, 2024 which was filed on March 20, 2025. 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.

Formore information follow us on:

X: https://x.com/NasdaqBTCS

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

Facebook: https://www.facebook.com/NasdaqBTCS

InvestorRelations:

Charles Allen – CEO

X: @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-Q filed on November 13, 2025, with the Securities and Exchange Commission. Please refer to the Form 10-Q for complete financial statements and further information regarding the Company’s results of operations and financial condition relating to the fiscal quarter ended September 30, 2025 and 2024. Please also refer to the Company’s Form 10-K for a discussion of risk factors applicable to the Company and its business.

BTCSInc.

CondensedBalance Sheets


December<br> 31,
2024
Assets:
Current<br> assets:
Cash<br> and cash equivalents 4,486,051 $ 1,977,778
Stablecoins 331,633 39,545
Crypto<br> assets - treasury 2,304,873 646,539
Crypto<br> assets - DeFi 161,703,903 -
Crypto<br> assets - staked 129,171,906 35,410,144
Non-fungible<br> tokens 191,256 -
Prepaid<br> expenses 154,702 63,934
Total<br> current assets 298,344,324 38,137,940
Other<br> assets:
Investments,<br> at value (Cost 500,000) 500,000 100,000
Property<br> and equipment, net 11,028 7,449
Total<br> other assets 511,028 107,449
Total<br> Assets 298,855,352 $ 38,245,389
Liabilities<br> and Stockholders’ Equity:
Current<br> liabilities:
Accounts<br> payable and accrued expenses 86,835 $ 70,444
Accrued<br> compensation 1,051,624 3,907,091
Accrued<br> interest 681,173 -
Loans<br> payable - DeFi protocol 56,500,000 -
Dividends<br> payable 3,175,921 -
Warrant<br> liabilities 855,713 267,900
Total<br> current liabilities 62,351,266 4,245,435
Non-current<br> liabilities:
Convertible<br> notes payable, net 11,099,589 $ -
Total<br> non-current liabilities 11,099,589 -
Total<br> liabilities 73,450,855 4,245,435
Stockholders’<br> equity:
Preferred<br> Stock, 0.001 par value per share; 20,000,000 shares authorized, of which:
Series<br> V Preferred Stock; 15,671,405 and 15,033,231 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively 1,975,701 $ 2,646,314
Common<br> Stock, 0.001 par value per share; 975,000,000 shares authorized; 47,075,189 and 18,717,743 shares issued and outstanding as of September<br> 30, 2025 and December 31, 2024, respectively 47,075 18,718
Additional<br> paid-in capital 311,128,354 171,283,199
Accumulated<br> deficit (87,746,633 ) (139,948,277 )
Total<br> stockholders’ equity 225,404,497 33,999,954
Total<br> Liabilities and Stockholders’ Equity 298,855,352 $ 38,245,389

All values are in US Dollars.



BTCSInc.

CondensedConsolidated Statements of Operations


For<br> the Three Months Ended For<br> the Nine Months Ended
September<br> 30, September<br> 30,
2025 2024 2025 2024
Revenues
Blockchain<br> infrastructure revenues $ 4,215,224 $ 739,157 $ 8,676,357 $ 1,751,735
DeFi<br> revenues 723,279 - 726,843 -
Total<br> revenues 4,938,503 739,157 9,403,200 1,751,735
Cost<br> of revenues
Blockchain<br> infrastructure costs 3,843,634 543,308 8,265,426 872,781
DeFi<br> costs 6,916 - 6,916 -
Total<br> cost of revenues 3,850,550 543,308 8,272,342 872,781
Gross<br> profit 1,087,953 195,849 1,130,858 878,954
Operating<br> expenses:
Professional<br> fees 887,200 70,434 1,461,026 486,708
General<br> and administrative 610,568 516,492 1,254,770 1,126,773
Compensation<br> and related expenses 763,804 942,860 2,245,406 2,274,130
Research<br> and development 145,592 213,332 548,386 523,658
Marketing 256,165 55,611 524,198 141,690
Realized<br> (gains) losses on crypto asset transactions 4,407,773 121,964 8,567,681 (176,050 )
Loss<br> on extinguishment of debt 8,731 - 8,731 -
Total<br> operating expenses 7,079,833 1,920,693 14,610,198 4,376,909
Other<br> income (expenses):
Interest<br> income - - - -
Interest<br> expense (1,496,529 ) - (1,718,423 ) -
Change<br> in unrealized appreciation (depreciation) of crypto assets 73,724,881 (7,396,380 ) 67,987,220 (237,052 )
Change<br> in fair value of warrant liabilities (647,663 ) 53,437 (587,813 ) 195,937
Other<br> income - 28,000 - 28,000
Total<br> other income (expenses) 71,580,689 (7,314,943 ) 65,680,984 (13,115 )
Net<br> income (loss) $ 65,588,809 $ (9,039,787 ) $ 52,201,644 $ (3,511,070 )
Net<br> income (loss) per share attributable to common stockholders
Basic $ 1.48 $ (0.56 ) $ 1.83 $ (0.22 )
Diluted $ 1.30 $ (0.56 ) $ 1.48 $ (0.22 )
Weighted-average<br> shares of common stock used to compute net income per share:
Basic 44,233,030 16,158,032 28,575,472 15,870,343
Diluted 50,298,201 16,158,032 35,223,608 15,870,343


BTCSInc.

CondensedConsolidated Statements of Cash Flows


For<br> the Nine Months Ended
September<br> 30,
2025 2024
Net<br> cash flows used in operating activities:
Net<br> income (loss) $ 52,201,644 $ (3,511,070 )
Adjustments<br> to reconcile net income to net cash used in operating activities: -
Depreciation<br> expense 2,693 4,475
Stock-based<br> compensation 3,850,662 1,887,800
Blockchain<br> infrastructure revenue (8,676,357 ) (1,751,735 )
DeFi<br> revenue (726,843 ) -
Builder<br> payments (non-cash) 8,115,551 615,035
Blockchain<br> network fees (non-cash) 10,050 -
Change<br> in fair value of warrant liabilities 587,813 (195,937 )
Purchase<br> of non-productive crypto assets (191,256 ) -
Amortization<br> on debt discount and issuance costs 754,394 -
Realized<br> losses on crypto assets transactions 8,567,681 (176,050 )
Change<br> in unrealized (appreciation) depreciation of crypto assets (67,987,220 ) 237,052
Changes<br> in operating assets and liabilities:
Stablecoins (292,088 ) (19,353 )
Prepaid<br> expenses and other current assets (90,768 ) (322,287 )
Receivable<br> for capital shares sold - 291,440
Accounts<br> payable and accrued expenses 16,391 211,769
Accrued<br> compensation (2,855,467 ) 340,555
Accrued<br> interest 681,173 -
Net<br> cash used in operating activities (6,031,947 ) (2,388,306 )
Cash<br> flows from investing activities:
Purchase<br> of productive crypto assets for validating (199,858,288 ) (31,300 )
Sale<br> of productive crypto assets 3,431,427 562,405
Purchase<br> of investments (400,000 ) -
Purchase<br> of property and equipment (8,022 ) -
Sale<br> of property and equipment 1,750 -
Net<br> cash provided by (used in) investing activities (196,833,133 ) 531,105
Cash<br> flow from financing activities:
Net<br> proceeds from issuance common stock/ At-the-market offering 135,160,842 653,340
Payments<br> for shares repurchased (3,000,000 ) -
Proceeds<br> from issuance of convertible notes, net 16,843,500 -
Proceeds<br> from Defi borrowing 57,947,000 -
Payments<br> to Defi borrowing (1,447,000 ) -
Payments<br> of debt issuance costs (130,989 ) -
Net<br> cash provided by financing activities 205,373,353 653,340
Net<br> (decrease)/increase in cash 2,508,273 (1,203,861 )
Cash,<br> beginning of period 1,977,778 1,458,327
Cash,<br> end of period $ 4,486,051 $ 254,466
Supplemental<br> disclosure of non-cash investing and financing activities:
Series<br> V Preferred Stock Distribution $ 180,688 $ -
Cash<br> paid for interest $ 300,392 $ -
Non-cash<br> discount on convertible notes $ 1,017,026 $ -
Extinguishment<br> of USDT-denominated debt via on-chain protocol $ 1,500,000 $ -
Issuance<br> of GHO-denominated debt via on-chain protocol $ (1,500,000 ) $ -
Issuance<br> of common stock upon non-cash exercise of warrants and stock options $ 8,134,516 $ -

Exhibit99.2