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): July 9, 2025

BTCS INC.

(Exact name of registrant as specified in its charter)

Nevada

001-40792

90-1096644

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

9466 Georgia Avenue #124, Silver Spring, MD 20910

(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 ☐

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. ☐

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Beginning on July 9, 2025, BTCS Inc. (the “Company”) borrowed an additional $10.97 million USDT from AAVE, a decentralized finance lending protocol, bringing the total borrowings on AAVE to $15.5 million USDT. The total AAVE borrowing: (i) is collateralized by approximately 14,280 Ethereum (ETH) with an approximate value of $42.8 million based on an ETH price of $3,000, and (ii) has no fixed maturity date but is subject to liquidations or partial liquidations if the health factor (“HF”) falls below one. The HF is calculated by taking the total value of the ETH collateral, multiplying it by its liquidation threshold (approximately 80% for ETH), and then dividing that result by the total value of the borrowed USDT.

The loan carries a variable interest rate set by AAVE’s smart contract, which adjusts based on market conditions and is published at aave.com. At the time of the additional borrowing, the interest rate was approximately 5.4% per annum. The $42.8 million in ETH collateral also earns interest at a variable rate, which was approximately 2% at the same time. As a result, the effective net cost of capital, interest paid minus interest earned, is approximately 3.4%.

The proceeds from the loan were used to acquire additional ETH, which the Company has staked or intends to stake through its NodeOps business. The Company’s Board of Directors has authorized management to borrow up to 40% of the Company’s total assets (inclusive of convertible notes) as measured at the time of borrowing.

Item 7.01. Regulation FD Disclosure.

On July 14, 2025, BTCS Inc. issued a press release regarding expanding its Ethereum holdings.

The information in Item 7.01 of this report, including the information in the press release attached as Exhibit 99.1 to this report, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this report, including the information in the press release attached as Exhibit 99.1 to this report, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933.

Item 8.01. Other Events.

During the period from May 14, 2025 (the date the Company last reported sales under the At-The-Market Offering Agreement (“ATM”) in its Form 10-Q for the first quarter of 2025) through July 11, 2025, the Company sold a total of 9,588,333 shares of Common Stock under the ATM with H.C. Wainwright & Co., LLC, for aggregate total gross proceeds of approximately $37,834,000 at an average selling price of $3.95 per share. After deducting commissions and other transaction costs, the Company received net proceeds of approximately $36,666,000.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Exhibit

99.1		Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: July 14, 2025	By:	/s/ Charles W. Allen
	Name:	Charles W. Allen
	Title:	Chief Executive Officer

Exhibit 99.1

BTCS Reaches $96.3 Million in Combined Crypto and Cash Market Value, Including 29,122 ETH Holdings

Year-to-Date Capital Raise of $62.4 Million Supports Execution of DeFi/TradFi Flywheel Strategy

Silver Spring, MD – (Globe Newswire – July 14, 2025) – BTCS Inc. (Nasdaq: BTCS) (“BTCS” or the “Company”), a blockchain technology-focused company short for Blockchain Technology Consensus Solutions, announced today that it has raised $62.4 million year-to-date in minimally dilutive capital while expanding BTCS’s Ethereum holdings to 29,122 a 221% increase from year end 2024.

“By increasing our ETH per share while simultaneously driving meaningful revenue growth, we are building the premier Ethereum-focused public company,” said Charles Allen, CEO of BTCS. “BTCS stands apart in two keyways: first, our hallmark DeFi/TradFi flywheel, enables us to access capital at a low cost and deliver, leveraged exposure to Ethereum, and second our established track record, we’re the world’s oldest public blockchain company and have been laser focused on Ethereum infrastructure for nearly five years.”

Ethereum Holdings Snapshot

As of Friday, July 11, 2025, BTCS’s ETH holdings include:

	●	Total ETH holdings: 29,122
	●	ETH Market Value: $87.3 million at $3,000 per ETH
	●	Staked ETH: 4,160 via Rocket Pool Nodes, 6,300 via Solo Nodes, 4,382 in staking queue
	●	ETH posted to Aave as collateral: 14,280 with current annual earnings at approximately 2%

“We believe that BTCS is the most leveraged Ethereum play in public markets today,” said Allen. “Our vertically integrated block building and node operations are generating record revenue, and when combined with our unique financial structure, BTCS offers investors scalable, high-growth exposure to Ethereum.”

Sources of Capital

Capital raised this year includes a combination of equity, convertible debt, and DeFi-based borrowing, aligned with BTCS’s strategy of optimizing ETH exposure while managing dilution:

	ATM Sales: $39.5 million (63%)
	Above-Market Convertible Debt: $7.4 million (12%)
	Aave Stablecoin Loans (DeFi): $15.5 million (25%)

Leverage Cap

To support scalable growth while managing risk, BTCS operates with a 40% Net Asset Value (“NAV”) leverage cap. This limit, encompassing the Company’s convertible debt and DeFi borrowing through Aave, is a cornerstone designed to enhance shareholder upside from Ethereum’s performance in a controlled manner. The following summarizes our estimated total assets, debt, and current debt-to-assets ratio as of July 11, 2025:

	●	Total Crypto & Cash Assets: $96.3 million
	●	Total Debt: $22.9 million
	●	Current Debt-to-Assets Ratio: 24%

DeFi/TradFi Accretion Flywheel

BTCS is pioneering its distinctive capital formation strategy, coined the DeFi/TradFi flywheel, which is designed to utilize both decentralized and traditional finance to scale ETH holdings, leverage the Company’s vertically integrated operations, and ultimately drive shareholder value.

This structure is designed to enable BTCS to grow revenue efficiently while maintaining transparency in our operations.

Capital Structure Overview

To help investors accurately assess BTCS’s intrinsic value and compare it with peers, we provide the following breakdown of our capital structure. This summary provides additional information to supplement our SEC filings.

Equity Instrument	Outstanding		Fully Diluted
Common Shares		30,804,144		30,804,144
Common Shares - Subject to Forfeiture		1,149,801		1,149,801
Convertible Debt (Conversion Price = $5.85)				1,334,679
2025 Convert Warrants (Exercise Price = $2.75, exp. 5/13/2030)				988,766
2021 RD Warrant (Exercise Price = $11.50, exp. 3/4/2026)				712,500
Employee Options (Weighted Average Exercise Price = $2.22)				1,561,410
Series V Preferred Stock (1)				16,004,738
Total		31,953,945		52,556,038

(1) Shareholders have authorized the board to convert to common stock. This includes approximately 1.1 million shares held by insiders, subject to forfeiture if market capitalization performance milestones are not met.

About BTCS:

BTCS Inc. (Nasdaq: BTCS) is a U.S.-based blockchain infrastructure technology company currently focused on driving scalable revenue growth through its blockchain infrastructure operations. BTCS has honed its expertise in blockchain network operations, particularly in block building and validator node management. Its branded block-building operation, Builder+, leverages advanced algorithms to optimize block construction for on-chain validation, thus maximizing gas fee revenues. BTCS also supports other blockchain networks by operating validator nodes and staking its crypto assets across multiple proof-of-stake networks, allowing crypto holders to delegate assets to BTCS-managed nodes. In addition, the Company has developed ChainQ, an AI-powered blockchain data analytics platform, which enhances user access and engagement within the blockchain ecosystem. Committed to innovation and adaptability, BTCS is strategically positioned to expand its blockchain operations and infrastructure beyond Ethereum as the ecosystem evolves. Explore how BTCS is revolutionizing blockchain infrastructure in the public markets by visiting www.btcs.com.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release constitute “forward-looking statements” within Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 including statements regarding our fundraising goals, driving meaningful revenue growth, Ethereum infrastructure operations, leverage strategies, and potential business growth. 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 market conditions, regulatory issues and requirements, unanticipated issues with our At-The-Market Offering facility, unexpected issues with Builder+, 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.

For more information follow us on:

Twitter: https://x.com/NasdaqBTCS

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

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

Investor Relations:

Charles Allen – CEO

X (formerly Twitter): @Charles_BTCS

Email: [email protected]