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 2, 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 2.02. Results of Operations and Financial Condition.

On July 2, 2025, BTCS Inc. issued a press release regarding Anticipated All-Time Record Revenue in the 2^nd Quarter of 2025 and securing MetaMask Order Flow.

The information in Item 2.02 of this report, including the information in the press release attached as Exhibit 99.1 to this report, is furnished pursuant to Item 2.02 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 2.02 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 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 2, 2025	By:	/s/ Charles W. Allen
	Name:	Charles W. Allen
	Title:	Chief Executive Officer

Exhibit 99.1

BTCS Secures MetaMask Order Flow and Anticipates All-Time Record Revenue in Q2

Silver Spring, MD – (Newsfile Corp. – July 2, 2025) – BTCS Inc. (Nasdaq: BTCS) (“BTCS” or the “Company”), a blockchain technology-focused company, short for Blockchain Technology Consensus Solutions, today announced a significant development in its Ethereum network operations. BTCS’s block builder surpassed 2.7% market share of all Ethereum network transactions during Q2, a benchmark achievement that has enabled the Company to qualify on July 1^st for direct order flow from MetaMask, the leading Ethereum wallet built by ConsenSys with over 100 million users.

This development represents a critical milestone in BTCS’s efforts to scale its Builder+ block building business. MetaMask, used by millions globally, is a cornerstone in the decentralized finance (DeFi) ecosystem and Layer 2 (L2) networks. Access to its order flow positions BTCS to capture transactions, which are anticipated to have higher associated fees, essential for building more profitable blocks.

The MetaMask integration complements four other significant order flow partnerships secured during Q2, including Blink, Kolibrio, Cowswap, and Copium, further diversifying BTCS’s order flow sources and reinforcing its presence as an Ethereum block builder.

“Since entering the builder market in 2024, we’ve faced a classic chicken-and-egg dilemma,” said Charles Allen, CEO of BTCS. “You can’t secure meaningful order flow unless you’re building a large volume of blocks and control block space—and you can’t build profitable blocks without that order flow. With MetaMask and others now onboard as order flow providers, we’re making meaningful progress in establishing our market position.”

As a result of our ongoing efforts to increase market share, our second-quarter revenue is expected to be an all-time record high. However, our mission to control block space and win order flow partners will have a negative impact on margins, which we expect to address through the continued scaling of operations.

BTCS continues to strategically grow revenue through:1) enhancing our tech stack, 2) increasing order flow, and 3) controlling block space.

“This is more than just a technical milestone—it’s a validation of our strategy and the long-term value of investing in robust, decentralized infrastructure,” Allen added.

About BTCS:

BTCS Inc. (Nasdaq: BTCS), short for Blockchain Technology Consensus Solutions, 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 Statement Regarding Forward-Looking Statements

Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws, including statements regarding our anticipated all-time revenue record in the second quarter and addressing negative margins through continued scaling. 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, unexpected issues with Builder+, adjustments to our financial results after the Company’s independent registered public company accounting firm reviews our financial results, 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:

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Investor Relations:

Charles Allen – CEO

X (formerly Twitter): @Charles_BTCS

Email: [email protected]