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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
of
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 ☐
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
7.01 Regulation FD Disclosure.
On
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 |
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:
X:
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 | | |
| 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 | | |
| 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 | | |
| - | |