BTCS Inc 10-Q for FY2021 Q2
BTCS Inc. (BTCS)
About this 10-Q
BTCS Inc filed this 10-Q on August 6, 2021, covering the quarter ended June 30, 2021 (FY2021 Q2).
Headline figures
Quarter ended June 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $380.5K
- Net loss
- $4.84M
- compared with a net loss of $420.3K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For
the quarterly period ended
For the transition period from _______________ to _______________.
Commission
file number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code (
(Former name, former address and former fiscal year, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act: None
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller
reporting company | |
| 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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August 5, 2021, there were shares of common stock, par value $0.001, issued and outstanding.
BTCS INC.
TABLE OF CONTENTS
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BTCS INC.
As used in this Quarterly Report on Form 10-Q (this “Quarterly Report”), the terms “we,” “us,” “our,” the “Company,” the “Registrant,” and “BTCS Inc.,” mean BTCS Inc. and its consolidated subsidiaries, unless otherwise indicated.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report, including in Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements including our liquidity, our beliefs regarding our disclosure on the effectiveness of our disclosure controls and procedures and internal controls over financial reporting, and future business plans. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods.
Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are contained in our filings with the SEC, including our Form 10-K for the year ended December 31, 2020 and our Prospectus filed with the SEC on February 16, 2021. Any forward-looking statement made by us speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
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PART I - FINANCIAL INFORMATION
ITEM 1 Financial Statements
BTCS Inc.
Condensed Balance Sheets
| June 30, | December 31, | |||||||
| 2021 | 2020 | |||||||
| (Unaudited) | ||||||||
| Assets: | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Digital assets/currencies | ||||||||
| Prepaid expense | ||||||||
| Total current assets | ||||||||
| Other assets: | ||||||||
| Property and equipment, net | ||||||||
| Staked digital assets/currencies | - | |||||||
| Total other assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Accounts payable and accrued expense | $ | $ | ||||||
| Accrued compensation | ||||||||
| Convertible notes payable, net | ||||||||
| Total current liabilities | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock; shares authorized at $ par value: | - | - | ||||||
| Series B Convertible Preferred stock: shares issued and outstanding at June 30, 2021 and December 31, 2020; Liquidation preference $ | ||||||||
| Series C-1 Convertible Preferred stock: and shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively; Liquidation preference $ per share | ||||||||
| Series C-2 Convertible Preferred stock: and shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively; Liquidation preference $ per share | ||||||||
| Common stock, shares authorized at $ par value, and shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total Liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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BTCS Inc.
Condensed Statements of Operations
(Unaudited)
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Revenues | ||||||||||||||||
| Staking revenue | $ | $ | $ | $ | ||||||||||||
| Total revenues | - | - | ||||||||||||||
| Cost of revenues | ||||||||||||||||
| Staking expenses | - | - | ||||||||||||||
| Gross profit | - | - | ||||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | $ | $ | $ | $ | ||||||||||||
| Research and development | - | - | ||||||||||||||
| Compensation and related expenses | ||||||||||||||||
| Marketing | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Other (expenses) income: | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Amortization on debt discount | ( | ) | - | ( | ) | ( | ||||||||||
| Impairment loss on digital assets/currencies | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Realized gains (loss) on digital asset/currency transactions | - | ( | ) | ( | ) | |||||||||||
| Total other expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Deemed dividends related to amortization of beneficial conversion feature of Series C-2 convertible preferred stock | ( | ) | - | ( | ) | - | ||||||||||
| Deemed dividends related to recognition of downround adjustment to conversion amount for Series C-2 convertible preferred stock | ( | ) | - | ( | ) | - | ||||||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share attributable to common stockholders, basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of common shares outstanding, basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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BTCS Inc.
Statements of Changes in Stockholders’ (Deficit) Equity
(Unaudited)
For the Three Months Ended June 30, 2021
| Series C-1 Convertible | Series C-2 Convertible | Additional | Total Stockholders’ | |||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Common Stock | Paid-in | Accumulated | Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||||||||
| Balance March 31, 2021 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Common stock issued including equity commitment fee, net | - | - | $ | - | ||||||||||||||||||||||||||||||||
| Deemed dividends related to amortization of beneficial conversion feature of Series C-2 convertible preferred stock | - | - | ( | ) | - | - | ||||||||||||||||||||||||||||||
| Deemed dividends related to recognition of downround adjustment to conversion amount for Series C-2 convertible preferred stock | - | - | ( | ) | - | - | ||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | ||||||||||||||||||||||||||||||||||
| Conversion of convertible notes | ||||||||||||||||||||||||||||||||||||
| Conversion of convertible notes, Shares | ||||||||||||||||||||||||||||||||||||
| Beneficial conversion features associated with convertible notes payable | ||||||||||||||||||||||||||||||||||||
| Issuance of common stock and warrants for cash, net | ||||||||||||||||||||||||||||||||||||
| Issuance of common stock and warrants for cash, net, shares | ||||||||||||||||||||||||||||||||||||
| Issuance of Series C-2 convertible preferred stock | ||||||||||||||||||||||||||||||||||||
| Issuance of Series C-2 convertible preferred stock, Shares | ||||||||||||||||||||||||||||||||||||
| Conversion of Series C-1 Convertible Preferred stock | ||||||||||||||||||||||||||||||||||||
| Conversion of Series C-1 Convertible Preferred stock, Shares | ||||||||||||||||||||||||||||||||||||
| Beneficial conversion feature of Series C-2 convertible preferred stock | ||||||||||||||||||||||||||||||||||||
| Beneficial conversion feature of Series C-2 convertible preferred stock, Shares | ||||||||||||||||||||||||||||||||||||
| Warrant exercise | ||||||||||||||||||||||||||||||||||||
| Warrant exercise, Shares | ||||||||||||||||||||||||||||||||||||
| Stock-based compensation in connection with issuance of Series C-2 convertible preferred stock | ||||||||||||||||||||||||||||||||||||
| Stock-based compensation in connection with issuance of Series C-2 convertible preferred stock, Shares | ||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance June 30, 2021 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
For the Three Months Ended June 30, 2020
| Series C-1 Convertible | Series C-2 Convertible | Additional | Total Stockholders’ |
|||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Common Stock | Paid-in | Accumulated | Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||||||||
| Balance March 31, 2020 | $ | - | - | - | - | - | - | - - | - - | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||
| Common stock issued including equity commitment fee, net | - | - | - | |||||||||||||||||||||||||||||||||
| Conversion of convertible notes | - | - | ||||||||||||||||||||||||||||||||||
| Beneficial conversion features associated with convertible notes payable | - | - | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( |
) | ( |
) | |||||||||||||||||||||||||||
| Balance June 30, 2020 | $ | - | - | - | - | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||||||
For the Six Months Ended June 30, 2021
| Series C-1 Convertible | Series C-2 Convertible | Additional | Total
Stockholders’ | |||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Common Stock | Paid-in | Accumulated | (Deficit) | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||||||||
| Balance December 31, 2020 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Common stock issued including equity commitment fee, net | - | - | - | |||||||||||||||||||||||||||||||||
| Issuance of common stock and warrants for cash, net | - | - | - | |||||||||||||||||||||||||||||||||
| Issuance of Series C-2 convertible preferred stock | - | - | - | - | ||||||||||||||||||||||||||||||||
| Conversion of Series C-1 Convertible Preferred stock | ( | ) | ( | ) | - | ( | ) | - | - | |||||||||||||||||||||||||||
| Beneficial conversion features associated with convertible notes payable | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| Beneficial conversion feature of Series C-2 convertible preferred stock | - | ( | ) | - | - | - | ||||||||||||||||||||||||||||||
| Deemed dividends related to amortization of beneficial conversion feature of Series C-2 convertible preferred stock | - | - | ( | ) | - | - | ||||||||||||||||||||||||||||||
| Deemed dividends related to recognition of downround adjustment to conversion amount for Series C-2 convertible preferred stock | - | - | ( | ) | - | - | ||||||||||||||||||||||||||||||
| Warrant exercise | - | - | - | |||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | |||||||||||||||||||||||||||||||||
| Stock-based compensation in connection with issuance of Series C-2 convertible preferred stock | - | - | - | - | ||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance June 30, 2021 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
For the Six Months Ended June 30, 2020
| Series C-1 Convertible | Additional | Total Stockholders’ | ||||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Common Stock | Paid-in | Accumulated | (Deficit) | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||||||||
| Balance December 31, 2019 | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Common stock issued including equity commitment fee, net | - | - | - | |||||||||||||||||||||||||||||||||
| Conversion of convertible notes | - | - | - | |||||||||||||||||||||||||||||||||
| Beneficial conversion features associated with convertible notes payable | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance June 30, 2020 | $ | - | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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BTCS Inc.
Condensed Statements of Cash Flows
(Unaudited)
| 2021 | 2020 | |||||||
| For the Six Months Ended | ||||||||
| June 30, | ||||||||
| 2021 | 2020 | |||||||
| Net Cash flows used from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation expense | ||||||||
| Amortization on debt discount | ||||||||
| Stock-based compensation | - | |||||||
| Stock-based compensation in connection with issuance of Series C-2 convertible preferred stock | ||||||||
| Staking revenue | ( | ) | - | |||||
| Purchase of non-productive digital assets/currencies | ( | ) | ( | ) | ||||
| Sale of non-productive digital assets/currencies | - | |||||||
| Realized gain on digital assets/currencies transactions | ( | ) | - | |||||
| Impairment loss on digital assets/currencies | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ||||||||
| Accrued compensation | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Net cash used in investing activities: | ||||||||
| Purchase of productive digital assets/currencies for staking | ( | ) | - | |||||
| Purchase of property and equipment | ( | ) | - | |||||
| Net cash used in investing activities | ( | ) | - | |||||
| Net cash provided by financing activities: | ||||||||
| Proceeds from short term loan | - | |||||||
| Proceeds from exercise of warrants | - | |||||||
| Net proceeds from issuance of convertible notes | - | |||||||
| Net proceeds from issuance of common stock and warrants for cash | - | |||||||
| Net proceeds from issuance of common stock | ||||||||
| Proceeds from issuance of Series C-2 convertible preferred stock | - | |||||||
| Net cash provided by financing activities | ||||||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosure of non-cash financing and investing activities: | ||||||||
| Deemed dividends related to amortization of beneficial conversion feature of Series C-2 convertible preferred stock | $ | $ | ||||||
| Deemed dividends related to recognition of downround adjustment to conversion amount for Series C-2 convertible preferred stock | $ | $ | ||||||
| Conversion of Series C-1 Preferred Stock | $ | $ | ||||||
| Beneficial conversion feature of Series C-2 convertible preferred stock | $ | $ | ||||||
| Beneficial conversion features associated with convertible notes payable | $ | $ | ||||||
| Conversion of convertible note to common stock | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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BTCS Inc.
Notes to Unaudited Condensed Financial Statements
Note 1 - Business Organization and Nature of Operations
BTCS Inc. (formerly Bitcoin Shop, Inc.), a Nevada corporation (the “Company”) was incorporated in 2008. In February 2014, the Company entered the business of hosting an online e-commerce marketplace where consumers could purchase merchandise using digital assets, including Bitcoin. The Company is currently focused on blockchain and digital currency ecosystems. In late 2014 we shifted our focus towards our transaction verification service business, also known as bitcoin mining, though in mid-2016 we ceased our mining operation at our North Carolina facility due to capital constraints. In January 2015, the Company began a rebranding campaign using its BTCS.com domain to better reflect its broadened strategy. The Company recently released its new website which included broader information on its strategy.
In the first quarter of 2021, the Company resumed its blockchain infrastructure operations (previously referred to as transaction verification services) with a focus on securing proof-of-stake blockchains and anticipates this will be a core focus going forward. Blockchain infrastructure operations can broadly be defined as earning a reward for securing a blockchain by processing and validating transactions on that blockchain. The Company is developing a proprietary staking-as-a-service platform that would enable clients to stake and delegate supported cryptocurrencies through a non-custodial platform.
The Company is also developing a proprietary digital asset data analytics platform aimed at enabling users to aggregate their portfolio holdings from multiple exchanges and wallets into a single platform to view and analyze performance, risk metrics, and potential tax implications. The internally developed platform utilizes digital asset exchange APIs to read user data and does not allow for the trading of assets.
The Company employs a digital asset treasury strategy with a primary focus on disruptive non-security protocol layer assets such as Bitcoin and Ethereum. The Company receives digital assets from its blockchain infrastructure solutions business and acquires digital assets through open market purchases. The Company is not limiting its assets to a single type of digital asset and may hold a variety of digital assets. The Company will carefully review its purchases of digital securities to avoid violating the 1940 Act and seek to reduce potential liabilities under the federal securities laws.
The market is rapidly evolving and there can be no assurances that we will be competitive with industry participants that have or may have greater resources than us.
Note 2 - Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions to Form 10-Q and the rules and regulations of the SEC. Accordingly, since they are interim statements, the accompanying unaudited condensed financial statements do not include all of the information and notes required by GAAP for annual financial statements, but in the opinion of the Company’s management, reflect all adjustments consisting of normal, recurring adjustments, that are necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. Interim results are not necessarily indicative of results for a full year. The unaudited condensed financial statements and notes should be read in conjunction with the financial statements and notes for the year ended December 31, 2020.
Note 3 - Liquidity, Financial Condition and Management’s Plans
The Company has commenced its planned operations but has limited operating activities to date. The Company has financed its operations since inception using proceeds received from investments from third-party investors as well as from officers and directors of the Company.
During the six months ended June 30, 2021, the Company received net proceeds of approximately $million from the issuance of a convertible note, common stock, warrants, and Series C-2 convertible preferred stock. As such, the Company has adequate cash to fund operations for at least the next twelve months.
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Note 4 - Summary of Significant Accounting Policies
There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2020 Annual Report.
Staking Revenue
The Company runs its own digital asset validating nodes and has entered into network-based smart contracts. Through these contracts, the Company provides cryptocurrency to stake a node for the purpose of processing and validating transactions and adding blocks to a respective blockchain network. The term of a smart contract can vary based on the rules of the respective blockchain and typically last a few weeks to months after it is cancelled by the operator and requires that the cryptocurrency staked remain locked up during the duration of the smart contract. In exchange for validating transactions and staking the cryptocurrency, the Company is entitled to all of the fixed cryptocurrency award for running the Company’s own node and successfully processing, validating and/or adding a block to the blockchain.
The provision of processing and validating blockchain transactions is an output of the Company’s ordinary activities. Each separate block creation or validation under a smart contract with a network represents a performance obligation. The transaction consideration the Company receives, the fixed cryptocurrency awards, is non-cash consideration, which the Company measures at fair value on the date received. The fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency on the date of receipt. The satisfaction of the performance obligation for processing and validating blockchain transactions occurs at a point in time when confirmation is received from the network indicating that the validation is complete, and the awards are available for transfer. At that point, revenue is recognized.
Cost of revenue
The Company’s cost of revenue consists primarily of direct production costs related to the operations of processing and validating transactions on the network, rent and utilities for locations housing server nodes to the extent applicable, hosting costs if cloud-based servers are utilized and fees (including stock-based fees) paid to 3rd parties to assist in the software maintenance and operations of its nodes.
Digital Assets Translations and Impairments
Digital assets are included in the balance sheets as either current assets or other assets if they are staked and locked up for over one year. Digital assets are recorded at cost less impairment.
An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.
Realized gain (loss) on sale of digital assets are included in other income (expense) in the statements of operations. We assign costs to transactions on a first-in, first-out basis.
The Company assesses impairment of digital assets quarterly if the fair value of digital assets is less than its cost basis. The Company recognizes impairment losses on digital assets caused by decreases in fair value using the lowest U.S. dollar spot price of the related digital asset as of each impairment date. Such impairment in the value of digital assets are recorded as a component of costs and expenses in our statements of operations.
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Internally Developed Software
Internally developed software consisting of the core technology of the Company’s digital asset data analytics platform which is being designed to allow user to aggregate and analyze data from digital asset exchanges. For internally developed software, the Company uses both its own employees as well as the services of external vendors and independent contractors. The Company accounts for computer software used in the business in accordance with ASC 985-20 and ASC 350.
ASC 985-20, Software-Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed, requires that software development costs incurred in conjunction with product development be charged to research and development expense until technological feasibility is established. Thereafter, until the product is released for sale, software development costs must be capitalized and reported at the lower of unamortized cost or net realizable value of the related product. Some companies use a “tested working model” approach to establishing technological feasibility (i.e., beta version). Under this approach, software under development will pass the technological feasibility milestone when the Company has completed a version that contains essentially all the functionality and features of the final version and has tested the version to ensure that it works as expected.
ASC 350, Intangibles-Goodwill and Other, requires computer software costs associated with internal use software to be charged to operations as incurred until certain capitalization criteria are met. Costs incurred during the preliminary project stage and the post-implementation stages are expensed as incurred. Certain qualifying costs incurred during the application development stage are capitalized as property, equipment, and software. These costs generally consist of internal labor during configuration, coding, and testing activities. Capitalization begins when (i) the preliminary project stage is complete, (ii) management with the relevant authority authorizes and commits to the funding of the software project, and (iii) it is probable both that the project will be completed and that the software will be used to perform the function intended.
Use of Estimates
The accompanying unaudited condensed financial statements have been prepared in conformity with GAAP. This requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the period. The Company’s significant estimates and assumptions include the recoverability and useful lives of intangible assets, stock-based compensation, the valuation of derivative liabilities, the valuation of convertible preferred stock and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates, including the carrying amount of the intangible assets, if any, could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates and assumptions.
The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award. Stock options issued under the Company’s long-term incentive plans are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of grant. These options generally vest over a one-year period.
The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.
Expected Term - The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding based on the simplified method, which is the half-life from vesting to the end of its contractual term.
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Expected Volatility - The Company computes stock price volatility over expected terms based on its historical common stock trading prices.
Risk-Free Interest Rate - The Company bases the risk-free interest rate on the implied yield available on U. S. Treasury zero-coupon issues with an equivalent remaining term.
Expected Dividend - The Company has never declared or paid any cash dividends on its common shares and does not plan to pay cash dividends in the foreseeable future, and, therefore, uses an expected dividend yield of zero in its valuation models.
Effective
January 1, 2017, the Company elected to account for forfeited awards as they occur, as permitted by ASU 2016-09. Ultimately, the actual
expenses recognized over the vesting period will be for those shares that vested. Prior to making this election, the Company estimated
a forfeiture rate for awards at
Convertible Preferred Stock
The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Preferred stock subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, preferred shares are classified as stockholders’ equity. The Company evaluated the classification of its convertible preferred stock and determined that such instruments meet the criteria for equity classification.
The Company has also evaluated its convertible preferred stock in accordance with the provisions of ASC 815, Derivatives and Hedging, including consideration of embedded derivatives requiring bifurcation. The issuance of the convertible preferred stock could generate a beneficial conversion feature, which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date.
Beneficial Conversion Feature of Convertible Notes Payable
The Company accounts for convertible notes payable in accordance with the guidelines established by the FASB Accounting Standards Codification (“ASC”) Topic 470-20, Debt with Conversion and Other Options. The beneficial conversion feature of a convertible note is normally characterized as the convertible portion or feature of certain notes payable that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a beneficial conversion feature related to the issuance of a convertible note when issued.
The discounted face value is then used to measure the effective conversion price of the note. The effective conversion price and the market price of the Company’s common stock are used to calculate the intrinsic value of the conversion feature. The intrinsic value is recorded in the financial statements as a debt discount from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense.
Basic loss per share is computed by dividing the net income or loss applicable to common shares by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the Company’s convertible preferred stock, convertible notes and warrants. Diluted loss per share excludes the shares issuable upon the conversion of preferred stock, notes and warrants from the calculation of net loss per share if their effect would be anti-dilutive.
| 11 |
Schedule of Earnings Per Share Anti-diluted
| As of June 30, | ||||||||
| 2021 | 2020 | |||||||
| Warrants to purchase common stock | ||||||||
| Series C-1 Convertible Preferred stock | ||||||||
| Series C-2 Convertible Preferred stock | ||||||||
| Convertible notes | ||||||||
| Total | ||||||||
Recent Accounting Pronouncements
In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its financial statements and related disclosures.
In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the impact of this standard on its financial statements and related disclosures.
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
Note 5 - Note Payable
2020 December Promissory Note
On
December 16, 2020, the Company issued Cavalry Fund I LP (“Cavalry”) a $
During
the six months ended June 30, 2021, the Company recorded interest expense of approximately $
During
the six months ended June 30, 2021, the Company recorded approximately $
| 12 |
2021 Promissory Note
On
January 15, 2021, the Company issued Calvary the 2021 Promissory Note in consideration for $
In
connection with issuance of the Note, the Company issued a Series D warrant to purchase
In
addition, the 2021 Promissory Note does not contain any embedded features that require bifurcation pursuant to ASC 815-15. At the issuance
date, the 2021 Promissory Note was convertible into shares of common stock at $ per share, but the Company’s fair value
of underlying common stock was $
During
the six months ended June 30, 2021, the Company recorded interest expense of approximately $
During
the six months ended June 30, 2021, the Company recorded approximately $
Note 6 - Stockholders’ Equity
Preferred Stock
The Company is authorized to issue up to shares of preferred stock. This preferred stock may be issued in one or more series, and shall have such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as shall be determined at the time of issuance by the Company’s board of directors without further action by the Company’s shareholders.
On January 1, 2021, members of the Company’s management subscribed for shares of the Company’s to be designated Series C-2 Convertible Preferred Stock (the “Series C-2”), for a total of $ at $ per Share of Series C-2. The Company obtained an independent valuation of the Series C-2 and $ of compensation expense was recognized, representing the difference between the fair value and the proceeds received.
The Series C-2 is not mandatorily redeemable and is not unconditionally redeemable. The Series C-2 is callable by the Company. The Certificate of Designation required that the Company, within 180 days of the Initial Issuance Date, call a special meeting of stockholders seeking shareholder ratification of the issuance of the Series C-2. If the ratification of the issuance was not approved prior to the twelve-month anniversary of the Initial Issuance Date (the “Vote Deadline”), the Series C-2 would be redeemed at a price equal to % of (i) the Stated Value per share plus (ii) all unpaid dividends thereon. Provided; further, if the Company had filed a proxy with the SEC prior to the Vote Deadline but was unable to conduct a vote prior to the Vote Deadline then the Vote Deadline would have been extended until such time as the vote is conducted. The Series C-2 holders were not entitled to vote on the ratification. The call provision would have been automatically triggered if the ratification of the issuance was not approved in a special meeting of stockholders prior to the twelve-month anniversary of the Initial Issuance Date. The Company held the meeting within the required period and the Series C-2 is no longer redeemable.
| 13 |
Based on the guidance in ASC 480-10-S99 (“ASR 268”), a redeemable equity instrument is not to be included in permanent equity. Rather, it should be reported between long-term debt and stockholders’ equity, without a subtotal that might imply it is a part of stockholders’ equity (i.e., “temporary equity” or “mezzanine capital”). ASR 268 specifies that redeemable stock is any type of equity security, including common or preferred stock, when it has any condition for redemption which is not solely within the control of the issuer without regard to probability.
The Series C-2 Certificate of Designation required the Company to redeem the Series C-2 if stockholder approval was not received by the Vote Deadline. Stockholder approval was not considered to be “solely within the Company’s control.” Stockholder approval occurred on March 31, 2021, at which time the Series C-2 was no longer callable by the Company. As such, the Series C-2 was initially classified in temporary equity under ASR 268 and was reclassified to permanent equity upon stockholder approval on March 31, 2021.
The holders of Series C-2 shall be entitled to receive dividends or distributions on each share of Series C-2 on an “as-converted basis” into Common Stock when and if dividends are declared on the Common Stock by the Board of Directors. Dividends shall be paid in cash or property, as determined by the Board of Directors.
At any time or times on or after the two-year anniversary of the Initial Issuance Date, each Holder shall be entitled to convert any portion of the outstanding Series C-2 held by such Holder into validly issued, fully-paid and non-assessable shares of Common at the Conversion Rate. The Conversion Amount is subject to adjustment for certain capitalization and Anti-Dilution Events. The Series C-2 will automatically be converted at the earlier of: (i) the four-year anniversary of the Initial Issuance Date, and (ii) simultaneously with the Company’s Common Stock being listed on a national securities exchange. The Conversion Rate is based upon the Conversion Price of $which resulted in a beneficial conversion feature at the time of issuance. As such, the Company recognized a beneficial conversion amount of $as a reduction to the carrying amount of the convertible instrument. This discount will be amortized as a dividend over two years, the earliest conversion date.
The Conversion Amount may be adjusted due to certain Anti-Dilution Events. . As of June 30, 2021, the Series C-2 was convertible into shares of common stock.
Common Stock
Issuance of Shares Pursuant to Equity Line of Credit Purchase Agreement
On January 28, 2021, the Company filed a registration statement on Form S-1 seeking to register shares (the “Registration Statement”). The Registration Statement was declared effective by the SEC on February 1, 2021.
During
the six months ended June 30, 2021, the Company issued shares of common stock (inclusive of pro-rata commitment shares) under the Registration
Statement pursuant to the equity line of credit purchase agreement with Cavalry (the “Equity Line”) resulting in aggregate
net proceeds of $
| 14 |
Issuance of Shares Pursuant to Registered Direct Offering
On
March 4, 2021, the Company closed on a securities purchase agreement (the “Purchase Agreement”) with institutional investors,
pursuant to which the Company sold and issued, in a registered direct offering, shares of the Company’s common stock, at
a purchase price per share of $and immediately exercisable -year
warrants to purchase
The Purchase Agreement contains representations, warranties, indemnifications and other provisions customary for transactions of this nature. Pursuant to the Purchase Agreement, subject to limited exceptions, each of the Company and its officers and directors agreed not to, and not to publicly disclose the intention to, sell or otherwise dispose of, any shares of common stock or any securities convertible into, or exchangeable or exercisable for, common stock, for a period ending 60 days after the date of the prospectus supplement for this offering.
The
Company also entered into a placement agent agreement (the “PA Agreement”) with A.G.P./Alliance Global Partners (“AGP”),
pursuant to which AGP agreed to serve as the exclusive placement agent for the Company in connection with that offering. The Company
paid AGP a cash placement fee equal to
Issuance of Shares Pursuant to Cash Exercise of Series C Warrants
On
January 15, 2021, the Company issued
Issuance of Shares Due to Conversion of Series C-1 Preferred Stock
On March 30, 2021, the Company issued shares of common stock upon the conversion of shares of Series C-1 Convertible Preferred stock. After this conversion, there were Series C-1 shares outstanding so the Company filed a Certificate of Withdrawal with the Secretary of State of the State of Nevada. The Certificate of Withdrawal eliminated from the Articles of Incorporation of the Company all matters set forth in the Series C-1.
Issuance of Restricted Stock to Service Providers
During
the six months ended June 30, 2021, the Company issued to four service providers of the Company a total of shares of restricted common stock, representing
a total fair value of $
2021 Equity Incentive Plan
The Company’s 2021 Equity Incentive Plan (the “2021 Plan”) was effective on January 1, 2021 and approved by shareholders on March 31, 2021. The Company has reserved shares of common stock for issuance pursuant to the 2021 Plan.
Options
On January 1, 2021, the Board of Directors of the Company approved the grant of million stock options with an exercise price of $ under the Company’s 2021 Plan to Messrs. David Garrity a director, and Charles Allen and Michal Handerhan, executive officers and directors of the Company. Effective as of January 1, 2021, the Company and each optionee executed Stock Option Agreements evidencing the option grants. While stockholder approval (or ratification) of the grants was not required (under either the Stock Option Agreements or by the resolutions of the Board of Directors approving such grants), the Board of Directors voluntarily caused the Company to seek shareholder ratification of the grants to limit any potential exposure to breach of fiduciary duty claims. As a result, based on the guidance in ASC 718, the date the stockholders ratified the grants (March 31, 2021) is the deemed grant date solely with respect to GAAP for those stock options. Of the stock options: (i) million options will vest on and (ii) the remaining options vested (prior to March 31, 2021) based upon the Company’s stock price meeting certain milestones.
| 15 |
On April 1, 2021, the Company granted stock options with an exercise price of $to Charles B. Lee and Carol Van Cleef, directors of the Company. Of the stock options: (i) options will vest on and (ii) the remaining options vest based upon the Company’s stock price meeting certain milestones.
The Company records compensation expense for the options granted on April 1, 2021 based on the estimated fair value of the options on the deemed grant date using the Black-Scholes formula, utilizing assumptions laid out in the table below. The Company uses historical data to determine exercise behavior, volatility and forfeiture rate of the options. For the options granted on April 1, 2021 that vest based upon the Company’s stock price meeting certain milestones, the Company records compensation expense based on the estimated fair value of the options using a Monte-Carlo simulation.
Summary of Weighted-average Assumptions Used to Estimate Fair Value
For the six months ended June 30, | ||||||||
| 2021 | 2020 | |||||||
| Exercise price | $ | |||||||
| Term (years) | - | |||||||
| Expected stock price volatility | % | |||||||
| Risk-free rate of interest | % | |||||||
Expected Volatility: The Company uses historical volatility as it provides a reasonable estimate of the expected volatility. Historical volatility is based on the most recent volatility of the stock price over a period of time equivalent to the expected term of the option.
Risk-Free Interest Rate: The risk-free interest rate is based on the U.S. treasury zero-coupon yield curve in effect at the time of grant for the expected term of the option.
Expected Term: The Company’s expected term represents the weighted-average period that the Company’s stock options are expected to be outstanding. The expected term is based on the expected time to post-vesting exercise of options by employees. The Company uses historical exercise patterns of previously granted options to derive employee behavioral patterns used to forecast expected exercise patterns.
For awards vesting upon the achievement of a service condition, compensation cost measured on the grant date will be recognized on a straight-line basis over the vesting period. For awards vesting upon the achievement of the market conditions which were met at the date of grant, compensation cost measured on the date of grant was immediately recognized. For awards vesting upon the achievement of the market conditions which were not met at the date of grant, compensation cost measured on the grant date will be recognized on a straight-line basis over the vesting period based on estimation using a Monte-Carlo simulation.
| 16 |
Summary of Option Activity
| Number of Shares | Weighted Average Exercise Price | Total Intrinsic Value | Weighted Average Remaining Contractual Life (in years) | |||||||||||||
| Outstanding as of December 31, 2020 | $ | $ | ||||||||||||||
| Employee options granted | ||||||||||||||||
| Outstanding as of June 30, 2021 | $ | $ | ||||||||||||||
| Options vested and exercisable | $ | $ | ||||||||||||||
RSUs
On January 1, 2021, the Board of Directors of the Company approved million restricted stock unit grants under the Company’s 2021 Equity Incentive Plan to Messrs. David Garrity a director, and Charles Allen and Michal Handerhan, executive officers and directors of the Company. Effective as of January 1, 2021, the Company and each recipient executed a Restricted Stock Agreement evidencing the stock grants. While stockholder approval (or ratification) of the grants was not required (under either the Restricted Stock Agreements or by the resolutions of the Board of Directors approving such grants), the Board of Directors voluntarily caused the Company to seek shareholder ratification of the grants to limit any potential exposure to breach of fiduciary duty claims. As a result, based on the guidance in ASC 718, the date the stockholders ratified the grants (March 31, 2021) is the deemed grant date solely with respect to GAAP for those restricted stock grants. The restricted stock units vest when the Company lists its Common Stock on a national securities exchange. As of June 30, 2021, the restricted stock units remained unvested. The cost of stock-based compensation for restricted stock units is measured based on the closing fair market value of the Company’s common stock at the deemed grant date. Because the listing on a national securities exchange is not deemed probable of occurring until the event occurs, compensation cost measured on the deemed grant date will not be recognized until the listing actually occurs.
On April 1, 2021, the Company granted a total of restricted stock units to Charles B. Lee and Carol Van Cleef, directors of the Company. The restricted stock units vest when the Company lists its Common Stock on a national securities exchange. As of June 30, 2021, the restricted stock units remained unvested. The cost of stock-based compensation for restricted stock units is measured based on the closing fair market value of the Company’s common stock at the deemed grant date. Because the listing on a national securities exchange is not deemed probable of occurring until the event occurs, compensation cost measured on the deemed grant date will not be recognized until the listing actually occurs.
On June 28, 2021, the Company granted restricted stock units to Andrew Lee, the Company’s Chief Financial Officer. The restricted stock units will vest over a -year period as follows: % of the restricted stock units will vest on the one-year anniversary of the grant date, and the remaining 80% will vest monthly over the following four years with vesting occurring on the last day of each respective month. The grant date fair value of restricted stock units was approximately $million.
A summary of the Company’s restricted stock units granted under the 2021 Plan during the six months ended June 30, 2021 are as follows:
Summary of Restricted Stock
| Number of Restricted Stock Units | Weighted Average Grant Day Fair Value | |||||||
| Non-vested at December 31, 2020 | $ | |||||||
| Granted | ||||||||
| Non-vested at June 30, 2021 | $ | |||||||
Stock-based Compensation
Stock-based
compensation expense for the three months ended June 30, 2021 was approximately $million, comprised of $
The
Company maintains defined contribution benefit plans under Section 401(k) of the Internal Revenue Code covering substantially all qualified
employees of the Company (the “401(k) Plan”). Under the 401(k) Plan, the Company may make discretionary contributions of
up to
Note 8 - Subsequent Events
None
| 17 |
ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Certain statements in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements that involve risks and uncertainties. Words such as may, will, should, would, anticipates, expects, intends, plans, believes, seeks, estimates and similar expressions identify such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements. Factors that could cause or contribute to these differences include those discussed in the Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2020 and our Prospectus filed with the SEC on February 16, 2021.
Overview
We are an early entrant in the digital asset market and one of the first U.S. publicly traded companies to focus on digital assets and blockchain technologies. Through our blockchain infrastructure operations we secure disruptive blockchains by actively processing and validating blockchain transactions and are rewarded with digital assets. We are also developing a digital asset data analytics platform which allows users to consolidate crypto trades from multiple exchanges on a single platform. Digital assets are core to our corporate treasury strategy with a primary focus on disruptive non-security protocol layer assets.
Blockchain Infrastructure
Blockchain infrastructure solutions can broadly be defined as earning a reward for securing a blockchain by processing and validating transactions on that blockchain. There are currently two main consensus mechanisms used to secure blockchains: i), proof-of-work (“PoW”), in which nodes dedicate computational resources, and ii) proof-of-stake (“PoS”), in which nodes dedicate financial resources. The intention behind both PoW and PoS is to make it practically infeasible for any single malicious actor to have enough computational power or ownership stake to successfully attack the blockchain.
In the case of PoW, a miner does “work” using energy consuming computers and is rewarded for this “work” with digital assets. The miner, through nodes, is validating transactions on the blockchain, essentially converting electricity and computing power into a digital currency reward comprised of transaction fees and newly-minted digital assets. Bitcoin is an example of this and is by far the largest and most secure PoW blockchain.
With regards to PoS, miners actively operate nodes and validate transactions and are required to stake their holdings of a digital currency to participate in the consensus algorithm such that bad behavior can be penalized by “slashing” the miners holdings and/or rewards. PoS requires less energy/electricity to be consumed and can give cryptocurrency holders who actively operate nodes and validate transactions a reward in the native cryptocurrency, provided that they “stake” their holdings. Miners who break the rules or fail to do the required “work” can be penalized by “slashing” their rewards or staked digital assets; thus, ill-intentioned behavior among miners is discouraged, allowing for the blockchain to be properly maintained and secured. PoS blockchains employ an environmentally-friendly technology used to process and validate digital asset transactions. Ethereum 2.0, Polkadot and Cardano are examples of PoS blockchains.
The Company actively operates 240 nodes on the Ethereum Beacon Chain, and has deployed its own Cardano pool. The Company plans to expand its PoS operations to secure other disruptive blockchain protocols. The Company is not currently securing PoW blockchains, such as Bitcoin’s blockchain, but may in the future.
The Company is developing a proprietary staking-as-a-service platform to allow users to stake and delegate supported cryptocurrencies through a non-custodial platform.
Digital Asset Data Analytics Platform
We are also developing a proprietary digital asset data analytics platform aimed at enabling users to aggregate their portfolio holdings from multiple exchanges and wallets into a single platform to view and analyze performance, risk metrics, and potential tax implications. The internally developed platform utilizes digital asset exchange APIs to read user data and does not allow for the trading of assets. As a result of the pandemic, we have experienced delays in the development of the platform, however, on April 1, 2021 we engaged an information technology service provider to assist with the further development and acceleration of the platform.
| 18 |
Digital Asset Treasury Strategy
The Company employs a digital asset treasury strategy with a primary focus on disruptive non-security protocol layer assets such as Bitcoin and Ethereum. The Company receives digital assets from its blockchain infrastructure solutions business and acquires digital assets through open market purchases. The Company is not limiting its assets to a single type of digital asset and may hold a variety of digital assets. The Company will carefully review its purchases of digital securities to avoid violating the 1940 Act and seek to reduce potential liabilities under the federal securities laws.
The following tables reflect our digital assets held and their fair market values at period end:
Digital Assets Held at Period End
| Asset | 2019Q3 | 2019Q4 | 2020Q1 | 2020Q2 | 2020Q3 | 2020Q4 | 2021Q1 | 2021Q2 | ||||||||||||||||||||||||
| Bitcoin (BTC) | 14.9 | 20.6 | 20.6 | 54.3 | 63.6 | 66.9 | 90.0 | 90.0 | ||||||||||||||||||||||||
| QoQ Change | 38 | % | 0 | % | 163 | % | 17 | % | 5 | % | 34 | % | 0 | % | ||||||||||||||||||
| Ethereum (ETH) | 584.7 | 985.0 | 985.0 | 2,304.6 | 2,554.7 | 2,674.2 | 7,732.5 | 7,878.6 | * | |||||||||||||||||||||||
| QoQ Change | 68 | % | 0 | % | 134 | % | 11 | % | 5 | % | 189 | % | 2 | % | ||||||||||||||||||
| Cardano (ADA) | 257,757.4 | |||||||||||||||||||||||||||||||
| QoQ Change | NA | |||||||||||||||||||||||||||||||
| Kusama (KSM) | 123.4 | |||||||||||||||||||||||||||||||
| QoQ Change | NA | |||||||||||||||||||||||||||||||
| Tezos (XTZ) | 14,965.6 | |||||||||||||||||||||||||||||||
| QoQ Change | NA | |||||||||||||||||||||||||||||||
Fair Market Value of Digital Assets at Period End
| Asset | 2019Q3 | 2019Q4 | 2020Q1 | 2020Q2 | 2020Q3 | 2020Q4 | 2021Q1 | 2021Q2 | ||||||||||||||||||||||||
| Bitcoin (BTC) | $ | 123,733 | $ | 148,406 | $ | 132,831 | $ | 496,027 | $ | 686,580 | $ | 1,962,572 | $ | 5,302,695 | $ | 3,153,675 | ||||||||||||||||
| QoQ Change | 20 | % | -10 | % | 273 | % | 38 | % | 186 | % | 170 | % | -41 | % | ||||||||||||||||||
| YoY Change | 1,222 | % | 3,892 | % | 536 | % | ||||||||||||||||||||||||||
| Ethereum (ETH) | $ | 105,175 | $ | 127,662 | $ | 131,582 | $ | 521,552 | $ | 919,748 | $ | 1,976,126 | $ | 14,833,709 | $ | 17,920,148 | ||||||||||||||||
| QoQ Change | 21 | % | 3 | % | 296 | % | 76 | % | 115 | % | 651 | % | 21 | % | ||||||||||||||||||
| YoY Change | 1,448 | % | 11,173 | % | 3,336 | % | ||||||||||||||||||||||||||
| Cardano (ADA) | $ | 356,600 | ||||||||||||||||||||||||||||||
| QoQ Change | NA | |||||||||||||||||||||||||||||||
| YoY Change | NA | |||||||||||||||||||||||||||||||
| Kusama (KSM) | $ | 26,501 | ||||||||||||||||||||||||||||||
| QoQ Change | NA | |||||||||||||||||||||||||||||||
| YoY Change | NA | |||||||||||||||||||||||||||||||
| Tezos (XTZ) | $ | 45,495 | ||||||||||||||||||||||||||||||
| QoQ Change | NA | |||||||||||||||||||||||||||||||
| YoY Change | NA | |||||||||||||||||||||||||||||||
| Total | $ | 228,908 | $ | 276,068 | $ | 264,413 | $ | 1,017,579 | $ | 1,606,328 | $ | 3,938,698 | $ | 20,136,404 | $ | 21,502,419 | ||||||||||||||||
| QoQ Change | 21 | % | -4 | % | 285 | % | 58 | % | 145 | % | 411 | % | 7 | % | ||||||||||||||||||
| YoY Change | 1,327 | % | 7,516 | % | 2,013 | % | ||||||||||||||||||||||||||
* Approximately 9 ETH is not staked on Ethereum 2.0’s Beacon Chain.
As of August 5, 2021 the fair market value of our digital assets was $26.5 million.
The market is rapidly evolving and there can be no assurances that we will be competitive with industry participants that have or may have greater resources than us.
| 19 |
Non-GAAP financial measure
In addition to our results determined in accordance with GAAP, we believe Adjusted EBITDA, a non-GAAP measure, is useful in evaluating our operating performance. We believe that Adjusted EBITDA may be helpful to investors because it provides consistency and comparability with past financial performance and the economic realities of our business specifically, but not limited to, the accounting for digital assets. However, Adjusted EBITDA is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Among other non-cash and non-recurring items, Adjusted EBITDA excludes stock-based compensation expense (including stock-based compensation issued to service providers), which has recently been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.
We calculate Adjusted EBITDA as net income (loss), adjusted to exclude, depreciation and amortization, interest expense, stock-based compensation expense (including stock-based compensation issued to service providers), and impairment of intangible digital assets.
The following table provides a reconciliation of net income (loss) to Adjusted EBITDA:
| Six Months Ended June 30, | ||||||||
| 2021 | 2020 | |||||||
| Net income (loss) | $ | (11,624,248 | ) | $ | (790,573 | ) | ||
| Adjusted to exclude the following: | ||||||||
| Depreciation and amortization | 1,134,771 | - | ||||||
| Interest expense | 114,082 | 125,420 | ||||||
| Stock-based compensation | 9,003,786 | - | ||||||
| Impairment of intangible digital assets | 3,569,138 | 132,952 | ||||||
| Adjusted EBITDA | 2,197,528 | (532,201 | ) | |||||
| 20 |
Results of Operations for the Three Months Ended June 30, 2021 and 2020
The following table reflects our operating results for the three months ended June 30, 2021 and 2020:
| Three Months Ended June 30, | ||||||||
| 2021 | 2020 | |||||||
| Revenues | ||||||||
| Staking revenue | $ | 380,499 | $ | - | ||||
| Total revenues | 380,499 | - | ||||||
| Cost of revenues | ||||||||
| Staking expenses | 59,249 | - | ||||||
| Gross profit | 321,250 | - | ||||||
| Operating expenses: | ||||||||
| General and administrative | $ | 312,967 | $ | 160,841 | ||||
| Research and development | 245,336 | - | ||||||
| Compensation and related expenses | 1,703,771 | 95,095 | ||||||
| Marketing | 1,365 | 1,365 | ||||||
| Total operating expenses | 2,263,439 | 257,301 | ||||||
| Other (expenses) income: | ||||||||
| Interest expense | (59,835 | ) | (102,792 | ) | ||||
| Amortization on debt discount | (572,675 | ) | - | |||||
| Impairment loss on digital assets/currencies | (2,267,374 | ) | (58,527 | ) | ||||
| Realized gains (loss) on digital asset/currency transactions | - | (1,682 | ) | |||||
| Total other expenses | (2,899,884 | ) | (163,001 | ) | ||||
| Net loss | $ | (4,842,073 | ) | $ | (420,302 | ) | ||
| Deemed dividends related to amortization of beneficial conversion feature of Series C-2 convertible preferred stock | (16,177 | ) | - | |||||
| Deemed dividends related to recognition of downround adjustment to conversion amount for Series C-2 convertible preferred stock | (198,663 | ) | - | |||||
| Net loss attributable to common stockholders | $ | (5,056,913 | ) | $ | (420,302 | ) | ||
| Net loss per share attributable to common stockholders, basic and diluted | $ | (0.09 | ) | $ | (0.02 | ) | ||
| Weighted average number of common shares outstanding, basic and diluted | 56,673,599 | 27,151,776 | ||||||
Revenue
Revenue for the three months ended June 30, 2021 and 2020 were approximately $0.4 million and $0, respectively. The increase is from our blockchain infrastructure solutions staking revenue.
Cost of Revenues
Cost of revenues for the three months ended June 30, 2021 and 2020 were approximately $59,000 and $0, respectively. The increase is from our blockchain infrastructure staking operating costs, including, web service hosting fees, and cash and stock-based compensation related to services provided by vendor.
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Operating Expenses
Operating expenses for the three months ended June 30, 2021 and 2020 were approximately $2.3 million and $0.3 million, respectively. The increase is primarily due to the issuance of 12 million options, rendering $1.6 million in stock-based compensation expense during the three months ended June 30, 2021.
Other Expenses
Other expenses for the three months ended June 30, 2021 and 2020 was approximately $2.9 million and $0.2 million, respectively. The increase in other expenses is primarily due to a $2.3 million impairment loss on digital assets/currencies and $0.6 million amortization of debt discount and interest expense on our convertible notes.
Net loss
Net loss for the three months ended June 30, 2021 and 2020 was approximately $4.8 million and $0.4 million, respectively. The increase is primarily due to an increase of operating expenses, as discussed above.
Net loss attributable to common stockholders
We incurred approximately $16,000 and $0 related to amortization of beneficial conversion feature of Series C-2 convertible preferred stock, and $0.2 million and $0 of deemed dividends related to recognition of anti-dilution adjustment to conversion amount for Series C-2 convertible preferred stock for the three months ended June 30, 2021 and 2020, respectively.
Results of Operations for the Six Months Ended June 30, 2021 and 2020
The following table reflects our operating results for the six months ended June 30, 2021 and 2020:
| Six Months Ended June 30, | ||||||||
| 2021 | 2020 | |||||||
| Revenues | ||||||||
| Staking revenue | $ | 453,023 | $ | - | ||||
| Total revenues | 453,023 | - | ||||||
| Cost of revenues | ||||||||
| Staking expenses | 74,245 | - | ||||||
| Gross profit | 378,778 | - | ||||||
| Operating expenses: | ||||||||
| General and administrative | $ | 866,948 | $ | 285,069 | ||||
| Research and development | 328,269 | - | ||||||
| Compensation and related expenses | 9,041,450 | 241,395 | ||||||
| Marketing | 2,786 | 4,055 | ||||||
| Total operating expenses | 10,239,453 | 530,519 | ||||||
| Other (expenses) income: | ||||||||
| Interest expense | (114,082 | ) | (108,814 | ) | ||||
| Amortization on debt discount | (1,134,771 | ) | (16,606 | ) | ||||
| Impairment loss on digital assets/currencies | (3,569,138 | ) | (132,952 | ) | ||||
| Realized gains (loss) on digital asset/currency transactions | 3,054,418 | (1,682 | ) | |||||
| Total other expenses | (1,763,573 | ) | (260,054 | ) | ||||
| Net loss | $ | (11,624,248 | ) | $ | (790,573 | ) | ||
| Deemed dividends related to amortization of beneficial conversion feature of Series C-2 convertible preferred stock | (32,353 | ) | - | |||||
| Deemed dividends related to recognition of downround adjustment to conversion amount for Series C-2 convertible preferred stock | (5,020,883 | ) | - | |||||
| Net loss attributable to common stockholders | $ | (16,677,484 | ) | $ | (790,573 | ) | ||
| Net loss per share attributable to common stockholders, basic and diluted | $ | (0.32 | ) | $ | (0.03 | ) | ||
| Weighted average number of common shares outstanding, basic and diluted | 52,251,479 | 25,078,068 | ||||||
Revenue
Revenue for the six months ended June 30, 2021 and 2020 were approximately $0.5 million and $0, respectively. The increase is from our blockchain infrastructure solutions staking revenue.
Cost of Revenues
Cost of revenues for the six months ended June 30, 2021 and 2020 were approximately $74,000 and $0, respectively. The increase is from our blockchain infrastructure staking operating costs, including, web service hosting fees, and cash and stock-based compensation related to services provided by vendor.
Operating Expenses
Operating expenses for the six months ended June 30, 2021 and 2020 were approximately $10.2 million and $0.5 million, respectively. The increase is primarily due to the issuance of 12 million options, 7.2 million of which have vested during the six months ended June 30, 2021, rendering $8.7 million in stock-based compensation expense.
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Other Expenses
Other expenses for the six months ended June 30, 2021 and 2020 was approximately $1.8 million and $0.3 million, respectively. The increase in other expenses is primarily due to a $3.6 million impairment loss on digital assets/currencies and $1.1 million amortization of debt discount and interest expense on our convertible notes, partially offset by $3.1 million in realized gains on digital assets/currency transactions.
Net loss
Net loss for the six months ended June 30, 2021 and 2020 was approximately $11.6 million and $0.8 million, respectively. The increase is primarily due to increase of operating expenses, as mentioned above.
Net loss attributable to common stockholders
We incurred approximately $32,000 and $0 related to amortization of beneficial conversion feature of Series C-2 convertible preferred stock, and $5.0 million and $0 of deemed dividends related to recognition of anti-dilution adjustment to conversion amount for Series C-2 convertible preferred stock for the six months ended June 30, 2021 and 2020, respectively.
Liquidity and Capital Resources
Net Cash from Operating Activities
For the six months ended June 30, 2021, net cash used in operating activities was $3.3 million, which was primarily driven by a $11.6 million net loss and $5.8 million purchase of non-productive digital currencies, a $3.1 million realized gain on non-productive digital assets/currencies transaction; this was partially offset by the sale of non-productive digital assets/currencies of $4.3 million, a $3.6 million impairment loss on digital currencies, and $9.2 million in stock-based compensation.
Net cash used in operating activities was approximately $1.1 million for the six months ended June 30, 2020. Net cash used in operating activities for the six months ended June 30, 2020 was primarily driven by a $790,573 net loss and $608,000 purchase of digital currencies, and partially offset by an impairment loss on digital currencies of $132,952.
Net Cash from Investing Activities
For the six months ended June 30, 2021, net cash used in investing activities was $8.5 million, which stemmed from the $8.5 million purchase of productive digital assets/currencies for staking.
For the six months ended June 30, 2020, there were no investing activities.
Net Cash from Financing Activities
For the six months ended June 30, 2021, net cash provided by financing activities was approximately $14.2 million, which was primarily driven by approximately $2.8 million in aggregate proceeds from the issuance of 2,887,776 shares of common stock under our Equity Line, $1.0 million proceeds from the issuance of convertible notes, $8.9 million in net proceeds from the issuance of common stock and warrants for cash, $0.4 million from the cash exercise of Series C Warrants, and $1.1 million in proceeds from the issuance of Series C-2 convertible preferred stock.
Net cash provided by financing activities was approximately $1.1 million for the six months ended June 30, 2020. During the six months ended June 30, 2020, Company issued 6,956,002 shares of common stock (including 32,588 pro-rata commitment shares) under the Purchase Agreement with Cavalry resulting in aggregate proceeds of approximately $556,000. In addition, the Company entered into a $500,000 short term convertible note payable in April 2020. The convertible note bears interest at 12% per annum.
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Liquidity
As of August 5, 2021, the Company had approximately $2.7 million of cash.
On June 30, 2021, we had current assets of $6.2 million, long term assets of $8.3 million, and current liabilities of $1.4 million; working capital amounted to $4.8 million.
During the six months ended June 30, 2021, the Company received net proceeds of approximately $14.2 million from the issuance of a convertible note, common stock, warrants, and Series C-2 convertible preferred stock. As such, the Company has adequate cash to fund operations for at least the next twelve months.
Off Balance Sheet Transactions
We are not a party to any off-balance sheet transactions. We have no guarantees or obligations other than those which arise out of normal business operations.
RECENT ACCOUNTING PRONOUNCEMENTS
For information on recent accounting pronouncements, see Note 4 to the Unaudited Condensed Financial Statements.
ITEM 3 Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
ITEM 4 Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of June 30, 2021 to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2021, our disclosure controls and procedures were not effective at the reasonable assurance level due to the following material weakness in our internal control over financial reporting:
| ● | Due to our small number of employees, we have limited segregation of duties, as a result of which there is insufficient independent review of duties performed. |
Remediation Plan
On June 28, 2021, near the end of our most recently completed fiscal quarter, we hired a full-time Chief Financial Officer. Since then, our new Chief Financial Officer has been implementing controls to provide segregation of duties and other controls to remediate our disclosure controls and internal control over financial reporting. We believe that our implementation of the remediation plan has removed the material weakness and that our disclosure controls and procedures are now effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1 Legal Proceedings
None.
ITEM 1A Risk Factors
Not applicable to smaller reporting companies.
ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds
In addition to those unregistered securities previously disclosed in reports filed with the Securities and Exchange Commission, we have issued securities without registration under the Securities Act of 1933 (the “Securities Act”), as described below.
| Name or Class of Investor | Date of Issuance | No. of Securities | Reason for Issuance (1) | |||
| Investor Relations | January 2021 | 400,000 shares of common stock | Investor Relation Services | |||
| Consultant | February 2021 | 65,790 shares of common stock | Staking Solution Services | |||
| Series C-1 Holder | March 2021 | 196,094 shares of common stock | Conversion of Series C-1 Preferred Stock | |||
| Legal Counsel | April 2021 | 48,544 shares of common stock | Shares issued in lieu of cash payment for legal services | |||
| Digital Analytics Consultant | April 2021 | 13,637 shares of common stock | Digital Analytics Services |
| (1) | Unless otherwise noted, exempt under Section 4(a)(2) of the Securities Act and Regulation 506(b) thereunder. The securities were issued to accredited investors and there was no general solicitation. The conversion of the Series C-1 was exempt under Section 3(a)(9) of the Securities Act. |
ITEM 3 Defaults Upon Senior Securities
None.
ITEM 4 Mine Safety Disclosures
Not applicable.
ITEM 5 Other Information
None.
ITEM 6 Exhibits
The exhibits listed in the accompanying “Exhibit Index” are filed or incorporated by reference as part of this Form 10-Q.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BTCS Inc. | ||
| August 6, 2021 | ||
| By: | /s/ Charles Allen | |
| Charles Allen | ||
| Chief Executive Officer, | ||
| (Principal Executive Officer) | ||
| By: | /s/ Andrew Lee | |
| Andrew Lee | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) | ||
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EXHIBIT INDEX
| ** | This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K. |
| + | Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request. |
Copies of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our shareholders who make a written request to BTCS Inc., 9466 Georgia Avenue #124, Silver Spring, MD 20910, Attention: Corporate Secretary.
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