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 20, 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) 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 8.01 Other Events.

On May 20, 2025, BTCS Inc. (the “Company’) announced updates with respect to its Ethereum (ETH) holdings:

During Period April 1, 2025 to May 16, 2025

As of May 16, 2025

ETH

Acquired (1)

Aggregate

Purchase

Price (2)

Average

Purchase

Price (2)

Aggregate

ETH

Holdings

Aggregate

Fair Market Value (2)

3,450

8.42 million

2,441

12,502

32.10 million

(1) The ETH purchases were made using proceeds from the Company’s recent convertible note offering, borrowings from the AAVE DeFi protocol, and proceeds from the Company’s At-The-Market Offering with H.C. Wainwright & Co., LLC.

(2) Fair market value based on ETH-USD price of $2,567.70 as of May 16, 2025.

Additionally, the fair market value of the Company’s total cryptocurrency holdings and cash is approximately $38.42 million as of May 16, 2025.

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 20, 2025	By:	/s/ Charles Allen
	Name:	Charles Allen
	Title:	Chief Executive Officer

BTCS Inc. filed SEC Form 8-K: Other Events