Key Highlights

  • BTCS announced on 26 October 2026 a modified Dutch auction tender offer for up to $500,000 of its Series V preferred stock.
  • The price range is $0.04 to $1.00 per share, and the offer expires at 5:00pm New York City time on 15 December 2026 unless extended.
  • Second-quarter Revenue was $2.4 million with a net loss of $34.9 million, mainly non-cash.

The new tender offer

BTCS Inc. (NASDAQ:BTCS), an Ethereum-focused blockchain company, announced on 26 October 2026 a modified Dutch auction cash tender offer for its Series V preferred stock. It will buy up to $500,000 of shares, or all tendered shares if fewer, at a price chosen within a range of $0.04 to $1.00 per share in $0.01 steps.

In such an auction, the company picks the lowest single price in the range that allows it to buy up to the dollar limit, and pays that price for every share it purchases, including those tendered at lower prices. Shares tendered above the price are not bought, and if the offer is oversubscribed at that price, purchases are made pro rata.

Terms and safeguards

The offer expires at 5:00pm New York City time on 15 December 2026 unless extended or terminated, and holders can withdraw tendered shares at any time before then. It is not conditional on a minimum number of shares tendered or on financing. The company, its board, the information agent and the depositary make no recommendation on whether to tender, and directors and executive officers have said they will not tender.

The announcement does not state the number of shares sought, and it does not identify the source of funds beyond a reference in its forward-looking statements.

What the Series V shares are

The Series V preferred stock was issued on 2 June 2023 to common stockholders on a one-for-one basis. It is non-voting and is not listed on any exchange, so there is no established trading market. Chief executive Charles Allen said US holders have had no practical way to sell it and that the offer lets holders, rather than the company, set the price.

Shareholders approved in 2024 an option for the board to convert each Series V share into one common share, but the board has not used it. Under the July 2025 convertible note financing and a related extension agreed with noteholders, conversion cannot be authorised while notes from the May 2025 or July 2025 financings remain outstanding. The July 2025 notes mature on 21 July 2027. The company says it may explore Liquidity Options but has made no decision.

Latest reported results

For the second quarter, reported on 20 August 2026, BTCS recorded revenue of $2.4 million, up 14% from the first quarter. Decentralised-finance revenue from its Imperium Business was $1.5 million, and blockchain infrastructure revenue was $0.9 million, down from $1.1 million. Gross Profit was $1.5 million, a 61% margin.

The net loss was $34.9 million, against $69.1 million in the first quarter, and was mainly non-cash, driven by unrealised digital-asset losses tied to lower ether prices and realised losses on ether sales and liquidity-pool deposits. Cash was $262,000 at 30 June, total Assets were $89.3 million and total Debt fell to $50.4 million from $74.8 million. Shares outstanding were 49.8 million.

What to watch

On 14 September, BTCS said Imperium had expanded onto Base, an Ethereum Layer-2 network, with paired liquidity-pool assets of about $36 million, up from about $8 million at the end of the second quarter. It restated a target of $6 million of gross profit for the year, which is a company goal rather than a result.

Points to watch include the offer's final price and take-up, the third-quarter report, progress on debt reduction, and the Imperium gross-profit target.