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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): March 30, 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)
987-8368
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
4.01 Changes in Registrant’s Certifying Accountant.
(a)
Dismissal of Independent Registered Public Accounting Firm
On
March 30, 2026, the Board of Directors of BTCS Inc. (the “Company”), on the recommendation of the Audit Committee, approved
the dismissal of RBSM LLP (“RBSM”) as the Company’s independent registered public accounting firm.
The
reports of RBSM on the Company’s financial statements for the years ended December 31, 2025 and 2024 did not contain an adverse
opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During
the years ended December 31, 2025 and 2024 and the subsequent interim period through March 30, 2026, there were (i) no disagreements
(as defined in Item 304(a)(1)(iv) of Regulation S-K) between the Company and RBSM on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of RBSM would have caused
RBSM to make reference thereto in its reports on the financial statements of the Company for such years, and (ii) no “reportable
events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
The
Company has provided RBSM with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that RBSM furnish
a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. A copy of RBSM’s
letter will be filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b)
Appointment of New Independent Registered Public Accounting Firm
On
March 30, 2026, following approval by the Company’s Board of Directors on the recommendation of the Audit Committee, the Company
appointed Forvis Mazars, LLP (“FM”) as the Company’s new independent registered public accounting firm for the fiscal
year ending December 31, 2026.
During
the years ended December 31, 2025 and 2024 and the subsequent interim period through March 30, 2026, the effective date of FM’s
appointment, neither the Company, nor any party on behalf of the Company, consulted with FM with respect to either (i) the application
of accounting principles to a specified transaction, either completed or proposed, or the type of the audit opinion that might be rendered
with respect to the Company’s financial statements, and no written report or oral advice was provided to the Company by FM that
was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue,
or (ii) any matter that was subject to any disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 16.1 |
|
Letter from RBSM LLP to the Securities and Exchange Commission |
| 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:
March 31, 2026 |
By: |
/s/
Charles W. Allen |
| |
Name:
|
Charles
W. Allen |
| |
Title: |
Chief
Executive Officer |
