[8-K] BTCS Inc. Reports Material Event

Rhea-AI Filing Summary

BTCS Inc. (Nasdaq: BTCS) filed an 8-K announcing completion of a senior secured financing. On 22 Jul 2025 the company closed a Securities Purchase Agreement with two accredited investors, issuing 5% original-issue-discount senior secured convertible notes totaling $10.05 million face value for $9.547 million cash. The notes:

• Convert into common stock at $13.00 per share
• Accrue 6 % annual interest, payable quarterly in cash or freely tradable shares
• Mature 24 months after closing
• Include a 4.99 % beneficial-ownership cap
• Are secured by substantially all assets except ETH pledged on AAVE and certain exclusions

The investors also received 879,375 five-year warrants exercisable at $8.00 per share. A trust benefiting CEO Charles Allen invested $47,500 in the offering.

Items 2.03 and 3.02 incorporate the financing details; Item 7.01 notes a forthcoming 28 Jul 2025 press release on ETH and cash market value. No earnings data were provided.

Positive

• $9.547 million in gross proceeds strengthens near-term liquidity.
• Conversion price of $13 is above current market, delaying immediate dilution.
• Insider participation, albeit modest, demonstrates management confidence.

Negative

• Issuance of $10.05 million secured convertible debt increases leverage and imposes asset liens.
• 879,375 warrants at $8 plus note conversion rights create potential share dilution.
• 24-month maturity poses refinancing risk if share price underperforms conversion level.

Insights

Financial Analyst

TL;DR: BTCS adds $9.5 M liquidity but takes on secured, potentially dilutive debt.

This financing shores up near-term cash, important for a crypto-focused company with volatile revenue streams. The 6 % coupon is moderate, but the 5 % OID and warrant coverage raise the effective cost of capital. The $13 conversion price sits above recent trading, limiting immediate dilution; however, if shares weaken, conversion pressure and the 879 k warrants at $8 could create overhang. Asset-backed security tightens lender protection and restricts future borrowing flexibility. Insider participation, though small, signals alignment. Overall impact is mixed: improved liquidity versus higher leverage and dilution risk.

Risk Analyst

TL;DR: Secured structure elevates lender priority, constraining BTCS’s asset flexibility.

Granting a blanket lien (excluding certain ETH collateral) subordinates other creditors and may hinder subsequent unsecured financings. The 24-month tenor compresses the refinance window; failure to convert could force a sizable cash repayment. A 4.99 % ownership cap reduces single-investor influence but does not limit aggregate dilution. Crypto-asset price volatility could affect collateral quality, raising covenant-breach risk. Investor protections outweigh issuer leverage, making the deal moderately unfavorable from a risk perspective.

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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): July 22, 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 1.01. Entry into a Material Definitive Agreement.

As previously disclosed on a Current Report on Form 8-K (“Prior 8-K”) filed with the Securities and Exchange Commission on July 21, 2025, BTCS Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with two accredited investors (collectively the “Investors”), pursuant to which the Company issued to the Investors 5% Original Issue Discount Senior Secured Convertible Notes (the “Notes”) in an aggregate principal amount of $10,050,000, for a purchase price of $9,547,500. In connection with the issuance of the Notes, the Company also agreed to issue to the investors 879,375 five-year warrants (“Warrants”) which are exercisable at $8.00 per share (collectively, the “Offering”). The Offering closed on July 22, 2025 and the Notes and Warrants were issued.

The Notes: (i) are convertible into shares of the Company’s common stock at a conversion price of $13.00 per share, (ii) mature 24 months from the closing date, (iii) accrue an interest rate of 6% per annum, which may be paid on a quarterly basis in cash or freely tradable shares, (iv) contain a 4.99% beneficial ownership conversion limitation, and (v) are secured by all of the Company’s assets as collateral, except for Ethereum deposited as collateral for USDT borrowings on AAVE and certain other exclusions.

A trust of which Mr. Charles Allen, the Company’s Chairman of the Board and Chief Executive Officer, is a beneficiary but is not the settlor or trustee invested $47,500 in the Offering.

The foregoing description of the terms and conditions of the SPA, the Notes, the Warrants and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the forms of the SPA, the Notes, and the Warrants, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, to the Prior 8-K.

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

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.

Item 7.01. Regulation FD Disclosure.

On July 28, 2025, BTCS Inc. issued a press release regarding its updated ETH and Cash Market Value and the Closing of the Offering.

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 9.01 Financial Statements and Exhibits

Exhibit No.		Exhibit
99.1		Press Release dated July 28, 2025
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 28, 2025	By:	/s/ Charles W. Allen
	Name:	Charles W. Allen
	Title:	Chief Executive Officer

FAQ

How much capital did BTCS (BTCS) raise in the July 2025 financing?

The company received $9.547 million in cash from the sale of $10.05 million face-value notes.

What are the key terms of BTCS’s new convertible notes?

Notes carry 6 % interest, mature in 24 months, and are convertible at $13.00 per share with a 4.99 % ownership cap.

How many warrants were issued and at what exercise price?

Investors received 879,375 five-year warrants exercisable at $8.00 per share.

Is the financing secured by BTCS assets?

Yes, the notes are senior secured by substantially all assets except ETH pledged on AAVE and certain exclusions.

Did any insiders participate in the offering?

A trust benefiting CEO Charles Allen invested $47,500 in the transaction.

When did BTCS close the convertible note offering?

The offering closed on 22 Jul 2025.