Filed pursuant to Rule 424(b)(3)

Registration No. 333-233638






6,454,000 Shares of Common Stock


This prospectus supplement supplements and amends the prospectus dated December 20, 2019, or the Prospectus, and relates to the sale of shares of our common stock by the selling shareholder identified in the Prospectus.


This prospectus supplement should be read in conjunction with the Prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus.


The common stock sold under the Prospectus involves a high degree of risk. See “Risk Factors” beginning on page 5 of the Prospectus to read about factors you should consider before buying shares of our common stock.


Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined whether this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


As of March 26, 2020, BTCS, Inc. (the “Company”) has sold 6,428,847 shares of common stock to the selling stockholder and issued the selling stockholder 25,153 pro-rata commitment shares in connection with the sales in accordance with the Equity Line Purchase Agreement (the “Agreement”) a total of 6,454,000 shares were issued to the selling stockholder under the Agreement, representing all the shares registered in the Prospectus. The Company received $430,997 in connection with the sales.


The date of this prospectus supplement is March 27, 2020




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