BTCS Inc 10-Q for FY2023 Q3
BTCS Inc. (BTCS)
About this 10-Q
BTCS Inc filed this 10-Q on November 9, 2023, covering the quarter ended September 30, 2023 (FY2023 Q3).
Headline figures
Quarter ended September 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $316.24K
- down 8.1% from $344.2K a year earlier
- Net loss
- $640.07K
- compared with a net loss of $1.03M a year earlier
- Diluted EPS
- -$0.04
- compared with -$0.08 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For
the quarterly period ended
or
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
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| (The Nasdaq Capital Market) |
Indicate
by check mark whether the registrant (1) 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 Act). Yes ☐
As of November 7, 2023, 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, the terms “we,” “us,” “our,” the “Company,” the “Registrant,” and “BTCS Inc.,” mean BTCS Inc., unless otherwise indicated.
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PART I - FINANCIAL INFORMATION
ITEM 1 Financial Statements
BTCS Inc.
Balance Sheets
| September 30, 2023 | December 31, 2022 | |||||||
| (Unaudited) | ||||||||
| Assets: | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Stablecoins | ||||||||
| Crypto assets | ||||||||
| Staked crypto assets | ||||||||
| Investments, at value (Cost $ | ||||||||
| Prepaid expense | ||||||||
| Total current assets | ||||||||
| Other assets: | ||||||||
| Property and equipment, net | ||||||||
| Staked crypto assets - long term | ||||||||
| Total other assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity: | ||||||||
| Accounts payable and accrued expense | $ | $ | ||||||
| Accrued compensation | ||||||||
| Warrant liabilities | ||||||||
| Total current liabilities | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock: shares authorized at $ par value: | ||||||||
| Series V Preferred stock: and shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | ||||||||
| Preferred stock value | ||||||||
| Common stock, shares authorized at $ par value, and shares issued and outstanding at September 30, 2023 and December 31, 2022, 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.
Statements of Operations
(Unaudited)
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Revenues | ||||||||||||||||
| Validator revenue (net of fees) | $ | $ | $ | $ | ||||||||||||
| Total revenues | ||||||||||||||||
| Cost of revenues | ||||||||||||||||
| Validator expenses | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | $ | $ | $ | $ | ||||||||||||
| Research and development | ||||||||||||||||
| Compensation and related expenses | ||||||||||||||||
| Marketing | ||||||||||||||||
| Impairment loss on crypto assets | ||||||||||||||||
| Realized gains on crypto asset transactions | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total operating expenses | ||||||||||||||||
| Other income (expenses): | ||||||||||||||||
| Change in fair value of warrant liabilities | ||||||||||||||||
| Distributions to warrant holders | ( | ) | ||||||||||||||
| Total other income (expenses) | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| 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’ Equity
(Unaudited)
For the Nine Months Ended September 30, 2023
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Series V Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balance December 31, 2022 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Issuance of common stock, net of offering cost / At-the-market offering | - | |||||||||||||||||||||||||||
| Issuance of Series V preferred stock | - | ( | ) | |||||||||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance September 30, 2023 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
For the Nine Months Ended September 30, 2022
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Common Stock | Additional Paid-in | Accumulated | Total Stockholder’ (Deficit) | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance December 31, 2021 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of common stock, net of offering cost / At-the-market offering | ||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||
| Dividend distributions | - | ( | ) | ( | ) | |||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance September 30, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
For the Three Months Ended September 30, 2023
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Series V Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balance June 30, 2023 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Issuance of common stock, net of offering cost / At-the-market offering | - | |||||||||||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance September 30, 2023 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
For the Three Months Ended September 30, 2022
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance June 30, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of common stock, net of offering cost / At-the-market offering | ||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||
| Dividend distributions | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance September 30, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | ||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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BTCS Inc.
Statements of Cash Flows
(Unaudited)
| 2023 | 2022 | |||||||
| For the Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2023 | 2022 | |||||||
| Net Cash flows used from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation expense | ||||||||
| Stock-based compensation | ||||||||
| Validator revenue | ( | ) | ( | ) | ||||
| Blockchain network fees (non-cash) | ||||||||
| Change in fair value of warrant liabilities | ( | ) | ( | ) | ||||
| Sale of non-productive crypto assets | ||||||||
| Realized gain on crypto assets transactions | ( | ) | ( | ) | ||||
| Impairment loss on crypto assets | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Stablecoins | ( | ) | ||||||
| Prepaid expenses and other current assets | ||||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Accrued compensation | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of productive crypto assets for validating | ( | ) | ( | ) | ||||
| Sale of productive crypto assets | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Sale of property and equipment | ||||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Dividend distributions | ( | ) | ||||||
| Net proceeds from issuance common stock/ At-the-market offering | ||||||||
| Net cash provided by financing activities | ||||||||
| Net (decrease)/increase in cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosure of non-cash financing and investing activities: | ||||||||
| Series V Preferred Stock Distribution | $ | $ | ||||||
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 (“BTCS” or the “Company”) was incorporated in 2008 and is an early entrant in the crypto asset (also referred to “cryptocurrencies”, “crypto”, or “tokens”) market with a primary focus on blockchain infrastructure and staking. The Company operates validator nodes on various proof-of-stake (“PoS”) and delegated proof-of-stake (“DPoS”) based blockchain networks and stakes the native crypto assets on those blockchains to earn rewards. The Company’s Staking-as-a-Service (“StaaS”) business allows crypto asset holders to earn rewards by participating in network consensus mechanisms through staking and delegating their crypto assets to Company-operated validator nodes (or “nodes”). The Company believes that StaaS provides a more accessible and cost-effective way for crypto asset holders to participate in blockchain networks’ consensus mechanisms, thereby promoting the growth and adoption of blockchain technology.
The Company’s proprietary digital asset platform StakeSeeker (“StakeSeeker”) is currently in beta. StakeSeeker is a personal finance software and education center with a comprehensive crypto dashboard for crypto asset holders to connect, monitor, track, and analyze their crypto portfolios across exchanges and wallets in a single analytics platform. The internally-developed dashboard reads user data from digital wallets and utilizes application programming interfaces (APIs) to read data from crypto exchanges and does not allow for the trading or custody of crypto assets. StakeSeeker’s Stake hub is an education center for users to learn how to earn crypto rewards by delegating to our non-custodial validator nodes. Crypto asset holders are able to delegate to our validator nodes without signing up for the StakeSeeker platform; conversely, crypto asset holders can delegate to validator nodes not operated by the Company and sign up for StakeSeeker to utilize our software. The Company is not a broker-dealer or an investment advisor and does not provide any such related services.
The Company has addressed the majority of outstanding matters pertaining to its StakeSeeker platform and anticipates its transition from the beta phase on or before the conclusion of the first quarter of 2024. The current functionality allows for crypto asset holders to connect, monitor, track, and analyze their crypto portfolios across exchanges and wallets in a single analytics platform. In the future, the Company may expand support for additional blockchains and introduce additional analytic tools, with associated costs expected to align with historical research and development expenses.
The Company’s business is subject to various risks and uncertainties, including risks associated with the evolving regulatory landscape for crypto assets, risks associated with the volatility of crypto asset prices, and risks associated with the development and adoption of blockchain technology. The Company’s future success is dependent on various factors, including the growth of the crypto asset market, the adoption of blockchain technology, and the Company’s ability to effectively operate and grow its blockchain infrastructure operations and StaaS business.
The Company plans to expand its PoS operations to secure other disruptive blockchain protocols that also allow for delegating and asset leveraging. The growth of both StakeSeeker’s user base as well as the number and size of staked crypto assets by delegators to Company-run validator nodes are critical to the Company’s strategy and success.
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 for the three and nine months ended September 30, 2023 are not necessarily indicative of results for the full year ended December 31, 2023. The unaudited condensed financial statements and notes should be read in conjunction with the financial statements and notes for the year ended December 31, 2022.
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Note 3 - Summary of Significant Accounting Policies
There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2022 Annual Report.
Basis of presentation
The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”).
Reclassifications
Certain prior period amounts have been reclassified in order to conform with the current period presentation. These reclassifications have no impact on the Company’s previously reported net income (loss).
Cash and cash equivalents
The
Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash and cash equivalents.
The Company maintains cash and cash equivalent balances at financial institutions that are insured by the FDIC. As of September 30, 2023
and December 31, 2022, the Company had approximately $
Financial
instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each
institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $
Stablecoins
The Company holds stablecoins, such as USDT (Tether) and USDC (USD Coin), which are crypto assets that are pegged to the value of one U.S. dollar and can be redeemed on demand for one U.S. dollar. Our stablecoins are typically held in secure digital wallets or on crypto asset exchanges. The Company acquires and holds stablecoins primarily to facilitate crypto asset transactions, including, but not limited to, payments to third-party vendors. While not accounted for as cash or cash equivalents, these stablecoins are considered a liquidity resource.
Revenue Recognition
The Company recognizes revenue under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:
| ● | Step 1: Identify the contract with the customer | |
| ● | Step 2: Identify the performance obligations in the contract | |
| ● | Step 3: Determine the transaction price | |
| ● | Step 4: Allocate the transaction price to the performance obligations in the contract | |
| ● | Step 5: Recognize revenue when the Company satisfies a performance obligation |
Revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company generates revenue through staking rewards.
The Company has entered into network-based smart contracts by running its own crypto asset validator nodes as well as by staking crypto assets on nodes run by third-party operators (either directly or through crypto exchanges). Through these contracts, the Company provides crypto assets to stake on a node for the purpose of 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 crypto assets staked remain locked up during the duration of the smart contract. In exchange for staking the crypto assets and validating transactions on blockchain networks, the Company is entitled to all of the fixed crypto asset award for running the Company’s own node and is entitled to a fractional share of the fixed crypto asset award a third-party node operator receives (less crypto asset transaction fees payable to the node operator or exchanges, which are immaterial and are recorded as a deduction from revenue), for successfully validating or adding a block to the blockchain. The Company’s fractional share of awards received from delegating to a third-party validator node is based on the proportion of crypto assets the Company staked to the node to the total crypto assets staked by delegators to the node.
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The provision of 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 crypto asset award - is a non-cash consideration, which the Company measures at fair value on the date received. The fair value of the crypto asset award received is determined using the quoted price of the related crypto assets 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 Revenues
The Company’s cost of revenue primarily includes direct production costs associated with transaction validation on the network, cloud-based server hosting expenses related to our validator nodes, and allocated employee salaries dedicated to node maintenance and support. Additionally, the cost of revenue encompasses fees, including equity compensation stock-based fees, paid to third parties for their assistance in software maintenance and node operations.
Crypto Assets Translations and Remeasurements
The Company accounts for its crypto assets as indefinite-lived intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other. 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.
Crypto assets held are included in the balance sheets as either current assets or other assets if they are staked and locked up for over one year. The Company’s crypto assets are initially recorded at fair value upon receipt (or “carrying value”). The fair value of crypto assets is determined using the U.S. dollar spot price of the related crypto asset. On a quarterly basis, crypto assets are measured at carrying value, net of any impairment losses incurred since receipt. The Company will record impairment losses as the fair value falls below the carrying value of the crypto assets at any time during the period, as determined using the lowest intraday U.S. dollar spot price of the related crypto asset subsequent to its acquisition. The crypto assets can only be marked down when impaired and not marked up when their value increases.
Such
impairment in the value of crypto assets is recorded as a component of costs and expenses in our Statements of Operations. The
Company recorded impairment losses related to crypto assets of approximately $
Impairment
losses cannot be recovered for any subsequent increase in fair value until the sale or disposal of the asset. Realized gain (loss) on
sale of crypto assets are included in other income (expense) in the Statements of Operations. The Company recorded realized gains (losses)
on crypto assets of approximately $
The presentation of purchases and sales of crypto assets on the Statement of Cash Flows is determined by the nature of the crypto assets, which can be characterized as productive (i.e. purchased for purposes of staking) or non-productive. The purchase of non-productive crypto assets and currencies are included as an operating activity, whereas the purchase of productive crypto assets and currencies are included as investing activities in accordance with ASC 230-10-20 Investing activities. Productive crypto assets that are staked with a lock-up period of less than 12 months are presented on the Balance Sheet as current assets. Staked crypto assets with remaining lock-up periods of greater than 12 months are presented as long-term other assets on the Balance Sheet.
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Internally Developed Software
Internally developed software consists of the core technology of the Company’s StakeSeeker platform, which is being designed to allow users to track, monitor and analyze their aggregate crypto asset portfolio holdings by connecting their crypto exchanges and digital wallets as well as providing a non-custodial delegation process to earn staking rewards on crypto asset holdings. 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.
Property and Equipment
Property
and equipment consists of computer, equipment and office furniture and fixtures, all of which are recorded at cost. Depreciation and
amortization are recorded using the straight-line method over the respective useful lives of the assets ranging from to
Use of Estimates
The accompanying financial statements have been prepared in conformity with U.S. 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 indefinite life intangible assets, stock-based compensation, and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates, including the carrying amount of the indefinite life intangible assets, 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.
Income Taxes
The
Company recognizes income taxes on an accrual basis based on tax positions taken or expected to be taken in its tax returns. A tax position
is defined as a position in a previously filed tax return or a position expected to be taken in a future tax filing that is reflected
in measuring current or deferred income tax assets and liabilities.
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Accounting for Warrants
The Company accounts for the issuance of Common Stock purchase warrants issued in connection with the equity offerings in accordance with the provisions of ASC 815, Derivatives and Hedging (“ASC 815”). The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). In addition, Under ASC 815, registered Common Stock warrants that require the issuance of registered shares upon exercise and do not expressly preclude an implied right to cash settlement are accounted for as derivative liabilities. The Company classifies these derivative warrant liabilities on the balance sheet as a current liability.
The Company assessed the classification of Common Stock purchase warrants as of the date of each offering and determined that such instruments originally met the criteria for equity classification; however, as a result of the Company no longer being in control of whether the warrants may be cash settled, the instruments no longer qualify for equity classification. Accordingly, the Company classified the warrants as a liability at their fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised or expired, and any change in fair value is recognized as “change in the fair value of warrant liabilities” in the statements of operations. The fair value of the warrants has been estimated using a Black-Scholes valuation model (see Note 4).
The Company accounts for stock-based compensation in accordance with ASC 718 Compensation – Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations.
Share-based payment awards exchanged for services are accounted for at the fair value of the award on the estimated grant date.
Options
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 often 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.
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Restricted Stock Units (RSUs)
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. Stock-based compensation expense for the market-based restricted stock units with explicit service conditions is recognized on a straight-line basis over the longer of the derived service period or the explicit service period, regardless of whether the market condition is satisfied. However, in the event that the explicit service period is not met, previously recognized compensation cost would be reversed. Market-based restricted stock units subject to market-based performance targets require achievement of the performance target as well as a service condition in order for these RSUs to vest.
The Company estimates the fair value of market-based RSUs as of the grant date and expected derived term using a Monte Carlo simulation that incorporates pricing inputs covering the period from the grant date through the end of the derived service period.
Dividends
Effective
January 27, 2023, the Company’s Board of Directors (the “Board”) approved the issuance of a newly designated Series
V Preferred Stock (“Series V”) on a one-for-one basis to the Company’s shareholders (including restricted stock unit
holders and warrant holders who were entitled to such distribution). The distribution of Series V shares was approved and completed on
June 2, 2023 to shareholders as of the record date of May 12, 2023.
On
January 5, 2022, the Board declared a non-recurring special dividend of $ for each outstanding share of Common Stock of the Company,
payable to holders of record as of the close of business on March 17, 2022. The dividend distributions were considered a return of capital
as the distributions were in excess of the Company’s current and accumulated earnings and profits. The return of capital distribution
reduces the Company’s additional paid in capital balance. Dividend distributions amounted to $
The Company will evaluate the appropriateness of potential future dividends as the Company continues to grow its operations.
Advertising Expense
Advertisement
costs are expensed as incurred and included in marketing expenses. Advertising and marketing expenses amounted to approximately $
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, restricted stock units, options 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.
Schedule of Earnings Per Share Anti-diluted
| 2023 | 2022 | |||||||
| As of September 30, | ||||||||
| 2023 | 2022 | |||||||
| Warrants to purchase common stock | ||||||||
| Options | ||||||||
| Non-vested restricted stock awards units | ||||||||
| Total | ||||||||
| Anti-dilutive securities | ||||||||
Recent Accounting Pronouncements
We have evaluated all recently issued accounting pronouncements and believe such pronouncements do not have a material effect on our financial statements.
| 13 |
Note 4 – Fair Value of Financial Assets and Liabilities
The Company measures certain assets and liabilities at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.
Financial instruments, including cash and cash equivalents, accounts and other receivables, accounts payable and accrued liabilities are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments.
The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of September 30, 2023 and December 31, 2022:
Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis
| Fair Value Measured at September 30, 2023 | ||||||||||||||||
Total at September 30, 2023 | Quoted prices in active markets (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | |||||||||||||
| Assets | ||||||||||||||||
| Investments | $ | $ | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||||
| Warrant Liabilities | $ | $ | $ | $ | ||||||||||||
| Fair Value Measured at December 31, 2022 | ||||||||||||||||
Total at December 31, 2022 | Quoted prices in active markets (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | |||||||||||||
| Assets | ||||||||||||||||
| Investments | $ | $ | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||||
| Warrant Liabilities | $ | $ | $ | $ | ||||||||||||
The Company did not make any transfers between the levels of the fair value hierarchy during the nine months ended September 30, 2023 and 2022.
| 14 |
Level 3 Valuation Techniques
Level
3 financial assets consist of private equity investments for which there is no current public market for these securities such that the
determination of fair value requires significant judgment or estimation. As of September 30, 2023 and December 31, 2022, the Company’s
Level 3 investments were carried at original cost of the investments, with a value of $
Level 3 financial liabilities consist of the warrant liabilities for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation.
Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.
A significant decrease in the volatility or a significant decrease in the Company’s stock price, in isolation, would result in a significantly lower fair value measurement. Changes in the values of the warrant liabilities are recorded in “change in fair value of warrant liabilities” in the Company’s statements of operations.
On
March 2, 2021, the Company entered into a securities purchase agreement with certain purchasers which closed on March 4, 2021 pursuant
to which the Company sold an aggregate of (i) shares of Common Stock, and (ii) Common Stock warrants (the “Warrants”)
to purchase up to
The Warrants require, at the option of the holder, a net-cash settlement following certain fundamental transactions (as defined in the Warrants) at the Company. At the time of issuance, the Company maintained control of certain fundamental transactions and as such the Warrants were initially classified in equity. As of December 31, 2022, the Company no longer maintained control of certain fundamental transactions as they did not control a majority of shareholder votes. As such, the Company may be required to cash settle the Warrants if a fundamental transaction occurs which is outside the Company’s control. Accordingly, the Warrants are classified as liabilities. The Warrants have been recorded at their fair value using the Black-Scholes valuation model, and will be recorded at their respective fair value at each subsequent balance sheet date. This model incorporates transaction details such as the Company’s stock price, contractual terms, maturity, risk-free rates, as well as volatility.
The Warrants require the issuance of registered shares upon exercise, do not expressly preclude an implied right to cash settlement and are therefore accounted for as derivative liabilities. The Company classifies these derivative warrant liabilities on the balance sheet as a current liability.
| 15 |
A summary of quantitative information with respect to the valuation methodology and significant unobservable inputs used for the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy at the date of issuance and, as of September 30, 2023 and December 31, 2022, is as follows:
Summary of Valuation Methodology and Significant Unobservable Inputs Warrant Liabilities
| September 30, 2023 | December 31, 2022 | |||||||
| Risk-free rate of interest | % | % | ||||||
| Expected volatility | % | % | ||||||
| Expected life (in years) | ||||||||
| Expected dividend yield | ||||||||
The risk-free interest rate was based on rates established by the Federal Reserve Bank. For the Warrants, the Company estimates expected volatility giving primary consideration to the historical volatility of its Common Stock. The general expected volatility is based on the standard deviation of the Company’s underlying stock price’s daily logarithmic returns. The expected life of the warrants was determined by the expiration date of the warrants. The expected dividend yield was based on the fact that the Company has not historically paid dividends on its Common Stock and does not expect to pay recurring dividends on its Common Stock in the future.
The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial assets and liabilities for the nine months ended September 30, 2023 and 2022, that are measured at fair value on a recurring basis:
Schedule of Changes in Fair Value and Other Adjustments of Warrants
| Fair Value of Level 3 Financial Assets | ||||||||
| September 30, 2023 | September 30, 2022 | |||||||
| Beginning balance | $ | $ | ||||||
| Purchases | ||||||||
| Unrealized appreciation (depreciation) | ||||||||
| Ending balance | $ | $ | ||||||
| Fair Value of Level 3 Financial Liabilities | ||||||||
| September 30, 2023 | September 30, 2022 | |||||||
| Beginning balance | $ | $ | ||||||
| Warrant liabilities classification | ||||||||
| Fair value adjustment of warrant liabilities | ( | ) | ( | ) | ||||
| Ending balance | $ | $ | ||||||
Note 5 – Stockholders’ Equity
Common Stock
The Company received shareholder approval on July 11, 2023 to amend our Articles of Incorporation to increase the number of authorized shares of common stock from shares to . On July 12, 2023, the Company filed a Certificate of Amendment to the Articles of Incorporation to effectuate the increase of our authorized shares of common stock to .
At-The-Market Offering Agreement
On
September 14, 2021, the Company entered into an At-The-Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright
& Co., LLC, as agent (“H.C. Wainwright”), pursuant to which the Company may offer and sell, from time-to-time through
H.C. Wainwright, shares of the Company’s Common Stock having an aggregate offering price of up to $
| 16 |
During
the nine months ended September 30, 2023, the Company sold a total of shares of Common Stock under the ATM Agreement for aggregate
total gross proceeds of approximately $
Share Based Payments
Effective January 19, 2023, The Board of Directors of the Company approved the issuance of $ of common stock to each independent director. The shares will be issued in four equal installments ($) at the end of each calendar quarter beginning March 31st, subject to continued service on each applicable issuance date. The number of shares issuable will be based on the closing price of the Company’s common stock on the last trading day prior to the end of the applicable calendar quarter. For the nine months ended September 30, 2023, shares of common stock were issued to independent directors.
For the nine months ended September 30, 2023, shares of common stock were issued to officers related to payment of 2022 accrued bonus compensation.
Preferred Stock
Series V
Effective
January 27, 2023, the Board approved the issuance of a newly designated Series V Preferred Stock (“Series V”) on a one-for-one
basis to the Company’s shareholders (including restricted stock unit holders and warrant holders). The distribution of Series V
shares was approved and completed on June 2, 2023 to shareholders as of the record date of May 12, 2023.
The
fair value of the Preferred stock as of the record date, May 12, 2023, amounted to approximately $
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 and amended on June 13, 2022. The Company received shareholder approval on July 11, 2023 to increase the authorized amount under the 2021 Plan from shares to shares.
Options
During the nine months ended September 30, 2023, the Company granted stock options with a weighted average exercise price of $ to non-executive employees.
The following weighted-average assumptions were used to estimate the fair value of options granted on the deemed grant date during the nine months ended September 30, 2023 and 2022 for both the Black-Scholes formula:
Nine Months Ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| 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.
| 17 |
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.
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, 2022 | $ | $ | ||||||||||||||
| Employee options granted | ||||||||||||||||
| Employee options forfeited | ( | ) | - | |||||||||||||
| Outstanding as of September 30, 2023 | $ | $ | ||||||||||||||
| Options vested and exercisable as of September 30, 2023 | $ | $ | ||||||||||||||
RSUs
Effective January 2, 2022, the Board of Directors of the Company ratified the following arrangements approved by its Compensation Committee:
The
Company’s executive officers were granted RSUs as part of a long-term incentive plan (“LTI”), with vesting terms set
for when the Company’s market capitalization reaches and sustains a market capitalization for 30 consecutive days above four defined
market capitalization thresholds of $
Effective February 22, 2022, upon appointment of Manish Paranjape as Chief Technology Officer of the Company, Mr. Paranjape was also granted RSUs as part of the LTI plan, with consistent vesting terms set for when the Company’s market capitalization above the same four defined market capitalization thresholds.
Effective
January 1, 2023 (the “LTI RSU Amendment Date”), upon recommendation of the Compensation Committee of the Board of Directors
approved an amendment to the LTI plan, whereby the market capitalization threshold targets were lowered to $
Schedule of Restricted Stock Units
| Total | Market Cap Vesting Thresholds | |||||||||||||||||||||||
| Officer Name | Title | Grant Date | RSUs Granted | $ 50 million | $ 100 million | $ 150 million | $ 300 million | |||||||||||||||||
| Chief Executive Officer | ||||||||||||||||||||||||
| Chief Operations Officer | ||||||||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||||||
| Chief Technology Officer | ||||||||||||||||||||||||
| | | | | | ||||||||||||||||||||
To the extent any market capitalization targets set forth above for Mr. Prevoznik and Mr. Paranjape are achieved, the RSUs will also be subject to the following five-year vesting schedule: % of the LTI RSUs which have met a market capitalization criteria will vest on the one-year anniversary of the grant date, and the remaining % of the LTI RSUs which have met a market capitalization criteria will vest annually on each subsequent calendar year-end date over the four years following the one year anniversary of the grant date.
| 18 |
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. Stock-based compensation expense for the market-based restricted stock units with explicit service conditions is recognized on a straight-line basis over the longer of the derived service period or the explicit service period, regardless of whether the market condition is satisfied. However, in the event that the explicit service period is not met, previously recognized compensation cost would be reversed. Market-based restricted stock units subject to market-based performance targets require achievement of the performance target as well as a service condition in order for these RSUs to vest.
The Company estimates the fair value of market-based RSUs as of the grant date and expected derived term using a Monte Carlo simulation that incorporates pricing inputs covering the period from the grant date through the end of the derived service period. As of the LTI RSU Amendment Date, the Company determined the pre-modification and post-modification estimated fair value of the LTI RSUs accounting for the amended market cap criteria. The increase in fair value of the LTI RSUs attributable to the modification was added to the related unrecognized compensation expense in accordance with ASC 718 – Share-Based Compensation, whereby any previously recognized compensation cost that has not vested as of the modification date should be adjusted to reflect the new fair value of the equity awards on the date of the modification.
Schedule of Weighted-Average Assumptions Used to Estimate Fair Value
| Valuation Dates | ||||||||
| January 1, 2023 (Modification) | January 2, 2022 (Original Issuance) | |||||||
| Vesting Hurdle 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 RSUs.
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 RSUs.
Expected Term: The Company’s expected term represents the weighted-average period that the Company’s RSUs are expected to be outstanding. The expected term is based on the stipulated period from the grant date until the market-based criteria are achieved. If the market-based criteria are not achieved within the period from the grant date, the RSUs will not vest and shall expire.
Vesting Hurdle Price: The vesting hurdle price is determined as the average of the vesting Market Cap criteria divided by the shares outstanding as of the valuation dates.
| 19 |
On December 9, 2022, upon recommendation of the Compensation Committee, the Board of Directors approved the grant of RSUs to Mr. Prevoznik and Mr. Paranjape each, effective January 1, 2023, which vest annually over a five-year period with the first vesting date being on the one-year anniversary of the execution date of the effective grant date, subject to continued employment on each applicable vesting date.
Summary of Restricted Stock
| Number of Restricted Stock Units | Weighted Average Grant Day Fair Value | |||||||
| Nonvested at December 31, 2022 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | ||||||||
| Nonvested at September 30, 2023 | $ | |||||||
Stock Based Compensation
Schedule of Stock-based Compensation Expense
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Employee bonus stock awards | $ | $ | $ | $ | ||||||||||||
| Employee stock option awards | ( | ) | ||||||||||||||
| Employee restricted stock unit awards | ||||||||||||||||
| Non-employee restricted stock awards | ||||||||||||||||
| Stock-based compensation | $ | $ | $ | $ | ||||||||||||
| 20 |
Note 6 – Accrued Expenses
Accrued expenses consist of the following:
Schedule of Accrued Expenses
| September 30, 2023 | December 31, 2022 | |||||||
| Accrued compensation | $ | $ | ||||||
| Accounts payable and accrued expenses | ||||||||
| Accrued Expenses | $ | $ | ||||||
Accrued
compensation includes approximately $
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 – Liquidity
The Company follows “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As
reflected in the financial statements, the Company has historically incurred a net loss and has an accumulated deficit of
approximately $
Note 9 – Subsequent Events
The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements other than disclosed.
| 21 |
ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of financial condition and results of operations should be read in conjunction with our historical financial statements and the notes to those statements that appear elsewhere in this report. Certain statements in the discussion contain forward-looking statements based upon current expectations that involve risks and uncertainties, such as plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those discussed in the Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2022. When we refer to the “2023 Quarter” and the “2022 Quarter” we are referring to the three months ended September 30, 2023 and September 30, 2022, respectively. When we refer to the “2023 Period” and the “2022 Period” we are referring to the nine months ended September 30, 2023 and September 30, 2022, respectively.
Company Overview
BTCS Inc. is an early entrant in the crypto asset market and a publicly-traded U.S. company focused on blockchain infrastructure and staking. The Company specializes in operating validator nodes on various Delegated proof-of-stake (“DPoS”) and proof-of-stake (“PoS”) based blockchain networks and stakes the native crypto assets on the validator nodes it operates to earn rewards in connection with the validation of transactions occurring on those blockchain networks. Subject to available capital and the restrictions of certain blockchains BTCS plans to expand its PoS operations to secure other disruptive blockchain protocols that allow for delegating, which presents a significant growth opportunity for the Company. We evaluate blockchain networks through various due diligence procedures, including consideration of blockchain quality, reward potential, and technical difficulty of running a validator node. Considerations of the quality of a blockchain include inspection of i) market and on-chain statistics, ii) liquidity, iii) potential blockchain utility, iv) history and milestones, v) growth and development roadmap, vi) use cases, vii) community interest, vii) quality of documentation, viii) decentralization, and ix) any other publicly available information.
BTCS’s business model is focused on Staking-as-a-Service (“StaaS”), allowing crypto asset holders to earn rewards by participating in network consensus mechanisms through staking and delegating their crypto assets to Company operated validator nodes. As a non-custodial validator operator, the Company receives a percentage of token holders’ staking rewards generated as a validator node fee, for our ministerial role in hosting the validator node. This creates an opportunity for scalable revenue and business growth with limited additional costs. The Company’s StaaS strategy provides a more accessible and cost-effective alternative for crypto asset holders to participate in blockchain networks’ consensus mechanisms, promoting the growth and adoption of blockchain technology. The Company’s internally-developed dashboard, StakeSeeker, is a non-custodial platform that allows users to learn how to earn staking rewards through direct participation in blockchain consensus algorithms and analyze their crypto portfolios across exchanges and wallets through a comprehensive crypto dashboard and education center.
| 22 |
The table below describes BTCS’s quarterly crypto asset holdings as of the 2022 Quarter through the 2023 Quarter.
Crypto Assets Held at Period End
| Asset | 2022 Q3 | 2022 Q4 | 2023 Q1 | 2023 Q2 | 2023 Q3 | |||||||||||||||
| Ethereum (ETH) | 8,380 | 8,454 | 8,524 | 7,833 | 7,748 | |||||||||||||||
| Cardano (ADA) | 262,860 | 262,860 | 262,860 | 263,293 | 264,751 | |||||||||||||||
| Kusama (KSM) | 6,297 | 6,493 | 6,767 | 6,946 | 7,246 | |||||||||||||||
| Tezos (XTZ) | 72,578 | 73,486 | 74,765 | 25,375 | 25,760 | |||||||||||||||
| Solana (SOL) | 7,238 | 7,371 | 7,493 | 7,621 | 7,752 | |||||||||||||||
| Polkadot (DOT) | 23,905 | 7,280 | 7,526 | 7,882 | 8,284 | |||||||||||||||
| Cosmos (ATOM) | 91,181 | 96,318 | 102,298 | 243,472 | 256,784 | |||||||||||||||
| Polygon (MATIC) | 474,207 | 480,825 | 486,806 | 492,965 | 499,548 | |||||||||||||||
| Avalanche (AVAX) | 14,888 | 17,178 | 17,178 | 17,824 | 17,824 | |||||||||||||||
| Algorand (ALGO) | 51,201 | - | - | - | - | |||||||||||||||
| Axie Infinity (AXS) | 37,402 | 42,030 | 46,482 | 50,955 | 55,584 | |||||||||||||||
| Kava (KAVA) | 280,293 | 290,909 | 304,968 | 315,362 | 327,862 | |||||||||||||||
| Band Protocol (BAND) | 992 | 992 | 992 | 992 | 992 | |||||||||||||||
| Mina (MINA) | 71,297 | 74,177 | 79,937 | 81,377 | 84,257 | |||||||||||||||
| Oasis Network (ROSE) | 349,661 | 359,607 | 2,569,991 | 2,600,279 | 2,626,600 | |||||||||||||||
| Akash (AKT) | 103,730 | 107,405 | 110,213 | 113,063 | 115,735 | |||||||||||||||
| NEAR Protocol (NEAR) | 74,702 | 75,724 | 77,389 | 79,067 | ||||||||||||||||
| Evmos (EVMOS) | - | - | 295,422 | 322,693 | ||||||||||||||||
Fair Value of Crypto Assets at Period End
| Asset | 2022 Q3 | 2022 Q4 | 2023 Q1 | 2023 Q2 | 2023 Q3 | |||||||||||||||
| Ethereum (ETH) | 11,128,675 | 10,117,237 | 15,530,133 | 15,141,859 | 12,948,491 | |||||||||||||||
| Cardano (ADA) | 114,190 | 64,786 | 104,861 | 75,553 | 67,259 | |||||||||||||||
| Kusama (KSM) | 265,505 | 149,981 | 236,070 | 175,352 | 138,166 | |||||||||||||||
| Tezos (XTZ) | 103,210 | 52,720 | 83,614 | 20,452 | 17,569 | |||||||||||||||
| Solana (SOL) | 240,377 | 73,426 | 158,625 | 144,010 | 165,849 | |||||||||||||||
| Polkadot (DOT) | 150,964 | 31,410 | 47,720 | 40,763 | 34,009 | |||||||||||||||
| Cosmos (ATOM) | 1,186,824 | 900,440 | 1,144,459 | 2,261,411 | 1,859,407 | |||||||||||||||
| Polygon (MATIC) | 368,671 | 364,714 | 544,815 | 325,857 | 266,400 | |||||||||||||||
| Avalanche (AVAX) | 256,021 | 187,286 | 304,341 | 231,941 | 164,759 | |||||||||||||||
| Algorand (ALGO) | 18,044 | - | - | - | - | |||||||||||||||
| Axie Infinity (AXS) | 470,116 | 253,943 | 389,893 | 302,966 | 254,967 | |||||||||||||||
| Kava (KAVA) | 423,326 | 166,752 | 270,486 | 305,501 | 207,289 | |||||||||||||||
| Band Protocol (BAND) | 1,215 | 1,396 | 1,857 | 1,260 | 1,121 | |||||||||||||||
| Mina (MINA) | 42,085 | 32,187 | 62,101 | 39,579 | 32,095 | |||||||||||||||
| Oasis Network (ROSE) | 21,330 | 12,291 | 156,698 | 128,686 | 109,516 | |||||||||||||||
| Akash (AKT) | 26,881 | 19,938 | 34,510 | 63,311 | 94,686 | |||||||||||||||
| NEAR Protocol (NEAR) | 93,785 | 150,854 | 107,088 | 89,660 | ||||||||||||||||
| Evmos (EVMOS) | - | - | 26,069 | 24,089 | ||||||||||||||||
| Total | 14,817,434 | 12,522,292 | 19,221,037 | 19,391,658 | 16,475,332 | |||||||||||||||
| QoQ Change | 24 | % | -15 | % | 53 | % | 1 | % | -15 | % | ||||||||||
| YoY Change | -51 | % | -66 | % | -54 | % | 63 | % | 11 | % | ||||||||||
| 23 |
Prices of Crypto Assets at Period End
| Asset | 2022 Q3 | 2022 Q4 | 2023 Q1 | 2023 Q2 | 2023 Q3 | |||||||||||||||
| Ethereum (ETH) | $ | 1,328 | $ | 1,197 | $ | 1,822 | $ | 1,933 | $ | 1,671 | ||||||||||
| Cardano (ADA) | $ | 0.43 | $ | 0.25 | $ | 0.40 | $ | 0.29 | $ | 0.25 | ||||||||||
| Kusama (KSM) | $ | 42.16 | $ | 23.10 | $ | 34.89 | $ | 25.24 | $ | 19.07 | ||||||||||
| Tezos (XTZ) | $ | 1.42 | $ | 0.72 | $ | 1.12 | $ | 0.81 | $ | 0.68 | ||||||||||
| Solana (SOL) | $ | 33.21 | $ | 9.96 | $ | 21.17 | $ | 18.90 | $ | 21.40 | ||||||||||
| Polkadot (DOT) | $ | 6.32 | $ | 4.31 | $ | 6.34 | $ | 5.17 | $ | 4.11 | ||||||||||
| Cosmos (ATOM) | $ | 13.02 | $ | 9.35 | $ | 11.19 | $ | 9.29 | $ | 7.24 | ||||||||||
| Polygon (MATIC) | $ | 0.78 | $ | 0.76 | $ | 1.12 | $ | 0.66 | $ | 0.53 | ||||||||||
| Avalanche (AVAX) | $ | 17.20 | $ | 10.90 | $ | 17.72 | $ | 13.01 | $ | 9.24 | ||||||||||
| Algorand (ALGO) | $ | 0.35 | $ | 0.17 | $ | 0.23 | $ | 0.12 | $ | 0.10 | ||||||||||
| Axie Infinity (AXS) | $ | 12.57 | $ | 6.04 | $ | 8.39 | $ | 5.95 | $ | 4.59 | ||||||||||
| Kava (KAVA) | $ | 1.51 | $ | 0.57 | $ | 0.89 | $ | 0.97 | $ | 0.63 | ||||||||||
| Band Protocol (BAND) | $ | 1.22 | $ | 1.41 | $ | 1.87 | $ | 1.27 | $ | 1.13 | ||||||||||
| Mina (MINA) | $ | 0.59 | $ | 0.43 | $ | 0.78 | $ | 0.49 | $ | 0.38 | ||||||||||
| Oasis Network (ROSE) | $ | 0.06 | $ | 0.03 | $ | 0.06 | $ | 0.05 | $ | 0.04 | ||||||||||
| Akash (AKT) | $ | 0.26 | $ | 0.19 | $ | 0.31 | $ | 0.56 | $ | 0.82 | ||||||||||
| NEAR Protocol (NEAR) | $ | 1.26 | $ | 1.99 | $ | 1.38 | $ | 1.13 | ||||||||||||
| Evmos (EVMOS) | $ | - | $ | - | $ | 0.09 | $ | 0.07 | ||||||||||||
* The prices have been rounded to the nearest whole dollar for prices above $100
The following table presents the Fair Value of Crypto Assets held compared to the GAAP Book Value reported on the Company’s balance sheet.
| September 30, 2023 | December 31, 2022 | |||||||||||||||
| Book Value | Fair Value | Book Value | Fair Value | |||||||||||||
| Ethereum (ETH) | 5,081,581 | 12,948,491 | 5,708,624 | 10,117,237 | ||||||||||||
| Cardano (ADA) | 61,026 | 67,259 | 63,178 | 64,786 | ||||||||||||
| Kusama (KSM) | 127,522 | 138,166 | 142,242 | 149,981 | ||||||||||||
| Tezos (XTZ) | 16,270 | 17,569 | 51,651 | 52,720 | ||||||||||||
| Solana (SOL) | 64,883 | 165,849 | 60,012 | 73,426 | ||||||||||||
| Polkadot (DOT) | 32,491 | 34,009 | 30,859 | 31,410 | ||||||||||||
| Cosmos (ATOM) | 1,558,867 | 1,859,407 | 568,359 | 900,440 | ||||||||||||
| Polygon (MATIC) | 167,358 | 266,400 | 161,293 | 364,714 | ||||||||||||
| Avalanche (AVAX) | 155,089 | 164,759 | 182,964 | 187,286 | ||||||||||||
| Algorand (ALGO) | - | - | - | - | ||||||||||||
| Axie Infinity (AXS) | 227,623 | 254,967 | 245,443 | 253,943 | ||||||||||||
| Kava (KAVA) | 172,960 | 207,289 | 165,426 | 166,752 | ||||||||||||
| Band Protocol (BAND) | 874 | 1,121 | 982 | 1,396 | ||||||||||||
| Mina (MINA) | 30,148 | 32,095 | 32,002 | 32,187 | ||||||||||||
| Oasis Network (ROSE) | 95,677 | 109,516 | 12,045 | 12,291 | ||||||||||||
| Akash (AKT) | 21,366 | 94,686 | 17,993 | 19,938 | ||||||||||||
| NEAR Protocol (NEAR) | 82,466 | 89,660 | 92,840 | 93,785 | ||||||||||||
| Evmos (EVMOS) | 16,994 | 24,089 | - | - | ||||||||||||
| Total | $ | 7,913,195 | $ | 16,475,332 | $ | 7,535,913 | $ | 12,522,292 | ||||||||
| 24 |
Results of Operations for the Three and Nine Months Ended September 30, 2023 and 2022
The following tables reflect our operating results for the three and nine months ended September 30, 2023 and 2022:
For the Three Months Ended September 30, | $ Change | % Change | ||||||||||||||
| 2023 | 2022 | 2023 | 2023 | |||||||||||||
| Revenues | ||||||||||||||||
| Validator revenue | $ | 316,242 | $ | 344,196 | $ | (27,954 | ) | (8 | )% | |||||||
| Total revenues | 316,242 | 344,196 | (27,954 | ) | (8 | )% | ||||||||||
| Cost of revenues | ||||||||||||||||
| Validator expense | 83,100 | 82,203 | 897 | 1 | % | |||||||||||
| Gross profit | 233,142 | 261,993 | (28,851 | ) | (11 | )% | ||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | $ | 283,239 | $ | 432,956 | $ | (149,717 | ) | (35 | )% | |||||||
| Research and development | 148,525 | 126,857 | 21,668 | 17 | % | |||||||||||
| Compensation and related expenses | 409,960 | 669,792 | (259,832 | ) | (39 | )% | ||||||||||
| Marketing | 2,155 | 8,765 | (6,610 | ) | (75 | )% | ||||||||||
| Impairment loss on digital assets | 372,441 | 145,247 | 227,194 | 156 | % | |||||||||||
| Realized gains on digital asset transactions | (58,107 | ) | (20,126 | ) | (37,981 | ) | 189 | % | ||||||||
| Total operating expenses | 1,158,213 | 1,363,491 | (205,278 | ) | (15 | )% | ||||||||||
| Other income (expenses): | ||||||||||||||||
| Change in fair value of warrant liabilities | 285,000 | 71,250 | 213,750 | 300 | % | |||||||||||
| Total other income (expenses) | 285,000 | 71,250 | 213,750 | 300 | % | |||||||||||
| Net loss | $ | (640,071 | ) | $ | (1,030,248 | ) | 390,177 | (38 | )% | |||||||
For the Nine Months Ended September 30, | $ Change | % Change | ||||||||||||||
| 2023 | 2022 | 2023 | 2023 | |||||||||||||
| Revenues | ||||||||||||||||
| Validator revenue | $ | 1,013,503 | $ | 1,421,560 | $ | (408,057 | ) | (29 | )% | |||||||
| Total revenues | 1,013,503 | 1,421,560 | (408,057 | ) | (29 | )% | ||||||||||
| Cost of revenues | ||||||||||||||||
| Validator expense | 278,726 | 313,972 | (35,246 | ) | (11 | )% | ||||||||||
| Gross profit | 734,777 | 1,107,588 | (372,811 | ) | (34 | )% | ||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | $ | 1,510,637 | $ | 1,595,296 | $ | (84,659 | ) | (5 | )% | |||||||
| Research and development | 531,053 | 448,579 | 82,474 | 18 | % | |||||||||||
| Compensation and related expenses | 1,450,546 | 2,731,713 | (1,281,167 | ) | (47 | )% | ||||||||||
| Marketing | 11,121 | 74,249 | (63,128 | ) | (85 | )% | ||||||||||
| Impairment loss on crypto assets | 1,251,950 | 12,347,472 | (11,095,522 | ) | (90 | )% | ||||||||||
| Realized gains on crypto asset transactions | (806,137 | ) | (489,682 | ) | (316,455 | ) | 65 | % | ||||||||
| Total operating expenses | 3,949,170 | 16,707,627 | (12,758,457 | ) | (76 | )% | ||||||||||
| Other income (expenses): | ||||||||||||||||
| Change in fair value of warrant liabilities | 142,500 | 1,140,000 | (997,500 | ) | (88 | )% | ||||||||||
| Distributions to warrant holders | - | (35,625 | ) | 35,625 | N/A % | |||||||||||
| Total other income (expenses) | 142,500 | 1,104,375 | (961,875 | ) | 87 | % | ||||||||||
| Net loss | $ | (3,071,893 | ) | $ | (14,495,664 | ) | 11,423,771 | (79 | )% | |||||||
| 25 |
Validator Revenue
The decrease in revenue during the 2023 Period as compared to the 2022 Period is primarily due to a drop in the fair value of our crypto assets earned as rewards for staking since the market’s highs in the first quarter of 2022. Although we believe the number of tokens we earn from staking and revenue recognized will increase as we continue to expand our blockchain infrastructure efforts, we recognize that volatility in the crypto asset markets may impact the market prices of the crypto assets we earn from staking.
Cost of Revenues
The decrease in cost of revenues during the 2023 Period as compared to the 2022 Period is due to efficiencies realized in our blockchain infrastructure validating operating costs, including streamlining of web service hosting fees and reduction of services provided by vendors. We believe our cost of revenues will increase as we continue to ramp up our business. However, we believe gross margin will improve as we add scale to our blockchain infrastructure operations and reduce costs as a result of increased operational efficiencies, leading to improved gross profits.
Operating Expenses
General and administrative expenses consist of director compensation, legal and professional fees and other personnel and related costs. The decrease in the 2023 Period was primarily due to a decrease of $0.3 million in investor relation related costs compared to the 2022 Period as the Company focused on cost management and transitioning related efforts in-house from third-party engagements. These decreases were partially offset by a $0.2 million increases in legal service costs during the 2023 Period compared to the 2022 Period, driven primarily by services surrounding the Series V Preferred Distribution and related listing on Upstream Exchange.
Research and development expenses increased during the 2023 Period as the Company focused on the beta release of our proprietary StakeSeeker platform in the first quarter 2023, including responding to user feedback and continued planned feature development and incorporation onto the platform. We anticipate research and development costs to remain consistent as we continue to expand on technological solutions in the blockchain sector with a focus on cost management of our third-party development team.
Compensation and related expenses decreased during the 2023 Period primarily due non-cash $2.2 million equity-based contingent bonuses granted to employees and our non-employee directors during the 2022 Period for the achievement of performance milestones compared to only $0.7 million equity-based compensation during the 2023 Period. We believe our compensation expenses will increase slightly from those reported in the 2023 Period as the Company continues to utilize equity-based compensation incentives as a core part of our compensation strategy.
Marketing costs decreased during the 2023 Period as the Company focused on cost reduction efforts.
The decrease in operating expenses in the 2023 Period is primarily due to the impairment loss on crypto assets (which we refer to as a “Crypto Asset Impairment”) of $12.3 million during the 2022 Period, compared to only a $1.3 million Crypto Asset Impairment during the 2023 Period. Impairment charges are based on volatility in the crypto asset market and cannot be accurately predicted, but may subject the Company to the possibility of additional impairment charges on its crypto asset holdings.
The realized gain on crypto transactions increased during the 2023 Period as the Company sold approximately 968 ETH earned as rewards from our staking operations after liquidity was unlocked in April 2023 as part of Ethereum’s Shanghai upgrade.
Other Income (Expenses)
The changes in other income for the periods reported were primarily due to the decrease in the fair value of warrant liabilities. This non-cash expense is driven by the value of our stock price at the end of each quarter, which we cannot predict.
Net loss
The decrease in our net loss for the 2023 Period was primarily due to the decrease in operating expenses and changes in other income (expenses) as discussed above. We believe that our net loss may increase as the Company incurs increased costs related to the development of its StakeSeeker platform and incurs additional Crypto Asset Impairment losses due to volatility in the crypto asset markets.
| 26 |
Liquidity and Capital Resources
ATM Financing
On September 14, 2021, the Company entered into an At-The-Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as agent (“H.C. Wainwright”), pursuant to which the Company may offer and sell, from time-to-time through H.C. Wainwright, shares of the Company’s Common Stock having an aggregate offering price of up to $98,767,500. From the period September 14, 2021 through November 7, 2023, the Company sold a total of 3,442,181 shares of Common Stock under the ATM Agreement for aggregate total gross proceeds of approximately $15,626,000 at an average selling price of $4.54 per share, resulting in net proceeds of approximately $15,122,000 after deducting commissions and other transaction costs.
Liquidity
The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. As of September 30, 2023, the Company had approximately $0.8 million of cash and working capital of approximately $8.4 million.
We view our crypto assets as long-term holdings and we do not plan to engage in regular trading of crypto assets other than for meeting operational cash needs. Further certain of our staked crypto assets may be locked up depending on the specific blockchain protocol and we may be unable to unstake them in a timely manner in order to liquidate to the extended desired. During times of instability in the market of crypto assets, we may not be able to sell our crypto assets at reasonable prices or at all. As a result, our crypto assets may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.
As of November 7, 2023, the Company had approximately $0.6 million of cash and cash equivalents and the fair value of the Company’s liquid crypto assets was approximately $19.3 million. The Company has no outstanding debt. As of November 7, 2023, the Company also has approximately $5.8 million available under the ATM Agreement over the next twelve months under the Form S-3 baby shelf rules, although, the amount that we may raise under the Form S-3 may increase or decrease based upon our stock price. The Company believes that the existing cash and liquid crypto assets held by us, in addition to the funds available to the Company from the issuance of additional stock through the ATM Agreement, provide sufficient liquidity to meet working capital requirements, anticipated capital expenditures and contractual obligations for at least the next 12 months.
Cash Flows
Cash used in operating activities was approximately $2.6 million during the 2023 Period compared to approximately $129,000 for the 2022 Period. The sale of our remaining bitcoin holdings by the end of 2022 was the primary contributor to the $2.6 million operating cash inflows from the sale of non-productive crypto assets during the 2022 Period compared to $0 in the 2023 Period. We do not anticipate any future material cash inflows from the sale of non-productive assets, as our blockchain infrastructure strategy focuses primarily on acquiring and staking productive proof-of-stake blockchain networks. Additional non-cash adjustments to our operating cash flows consisted of approximately $1.3 million impairment loss on crypto assets (“Crypto Asset Impairment”) during the 2023 Period compared to approximately $12.3 million Crypto Asset Impairment during the 2022 Period. Impairment charges are based on volatility in the crypto asset market and cannot be accurately predicted. This is partially offset by the approximately $2.2 million equity-based contingent bonuses granted to employees and our non-employee directors during the 2022 Period for the achievement of performance milestones compared to only approximately $1.1 million equity-based compensation in the 2023 Period. We anticipate similar levels of equity-based compensation in future periods as reported in the 2023 Period.
Cash used in investing activities was approximately $186,000 during the 2023 Period compared to approximately $8.8 million for the 2022 Period. Net cash outflow for investing activities was used primarily for the purchase of crypto assets for our blockchain infrastructure operations. We anticipate purchase activity to remain lower and consistent with the levels reported during the 2023 Period as we focus our strategies on technical developments. The 2022 Period included large purchases of productive crypto assets to build on our blockchain infrastructure operations.
Cash provided by financing activities was approximately $1.1 million during the 2023 Period compared to approximately $10.5 million for the 2022 Period. The cash inflows from financing activities were entirely from proceeds from the Common Stock sold pursuant to the ATM Agreement during the 2023 Period. The cash inflows from financing activities during the 2022 Period was partially offset by a one-time return of capital distribution of approximately $631,000 made to record holders as of March 17, 2022. The Company plans to continue to raise proceeds from the sale of Common Stock to fund operations as needed.
| 27 |
Off Balance Sheet Transactions
As of September 30, 2023, there were no off-balance sheet arrangements and we were 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.
Critical Accounting Policies and Estimates
We discussed the material accounting policies that are critical in making the estimates and judgments in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, under the caption “Management’s Discussion and Analysis—Critical Accounting Policies and Estimates”. There has been no material change in critical accounting policies or estimates during the period covered by this report.
RECENT ACCOUNTING PRONOUNCEMENTS
For information on recent accounting pronouncements, see Note 3 to the Unaudited Condensed Financial Statements.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements, including our liquidity, our belief that our blockchain infrastructure efforts will form the core growth for our StakeSeeker platform, our plans and development of our StakeSeeker platform and the integration of Staking-as-a-Service, increase in the number of tokens we earn, plans to expand our PoS operations, growth opportunities for the Company, consistent purchase activity, our belief regarding blockchain, expected increase in our revenues and gross margins and future business plans. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “may,” “potential,” “continues,” “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. The results anticipated by any or all of these forward-looking statements might not occur. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the rewards and costs associated with staking or validating transactions on blockchains, regulatory issues related to our business model, a drop in the price of our crypto assets, significant decrease in the value of our crypto assets and rewards, loss or theft of the private withdrawal keys resulting in the complete loss of crypto assets and reward, and others which are contained in our filings with the SEC, including our Form 10-K for the year ended December 31, 2022. 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.
ITEM 3 Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
ITEM 4 Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2023. Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, management concluded that our disclosure controls and procedures were effective as of September 30, 2023.
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 that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 28 |
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
None.
ITEM 3 Defaults Upon Senior Securities
None.
ITEM 4 Mine Safety Disclosures
Not applicable.
ITEM 5 Other Information
Effective November 1, 2023, Upstream, in response to the current regulatory landscape in the U.S., announced its decision to suspend the ability for U.S. individuals to engage in securities trading activities including buying, selling, or depositing securities on Upstream. As a result, U.S. holders of Series V are now unable to transfer their shares of Series V to Upstream. Any U.S. holders who previously transferred their Series V shares onto Upstream have had their shares returned to our Transfer Agent (Equity Stock Transfer). We are in discussions with Upstream regarding potential options.
ITEM 6 Exhibits
The exhibits listed in the accompanying “Exhibit Index” are filed or incorporated by reference as part of this Form 10-Q.
| 29 |
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. | ||
| November 9, 2023 | ||
| By: | /s/ Charles Allen | |
| Charles W. Allen | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| 30 |
EXHIBIT INDEX
| Incorporated by Reference | Filed or Furnished | |||||||||
| Exhibit # | Exhibit Description | Form | Date | Number | Herewith | |||||
| 2.1 | Articles of Merger | 8-K/A | 7/31/15 | 3.1 | ||||||
| 2.2 | Agreement and Plan of Merger | 8-K/A | 7/31/15 | 3.2 | ||||||
| 3.1 | Amended and Restated Articles of Incorporation, as of May 2010 | 10-K | 3/31/11 | 3.1 | ||||||
| 3.1(a) | Certificate of Amendment to Articles of Incorporation - Increase Authorized Capital | 8-K | 3/25/13 | 3.1 | ||||||
| 3.1(b) | Certificate of Amendment to Articles of Incorporation - Increase Authorized Capital | 8-K | 2/5/14 | 3.1 | ||||||
| 3.1(c) | Certificate of Amendment to Articles of Incorporation - Reverse Stock Split | 8-K | 2/16/17 | 3.1 | ||||||
| 3.1(d) | Certificate of Amendment to Articles of Incorporation - Reverse Stock Split | 8-K | 4/9/19 | 3.1 | ||||||
| 3.1(e) | Certificate of Change – Reverse Stock Split | 8-K | 8/17/21 | 3.1 | ||||||
| 3.1(f) | Certificate of Designation – Series V | 8-K | 1/31/23 | 3.1 | ||||||
| 3.1(g) | Certificate of Amendment to the Series V Certificate of Designation | 8-K | 4/19/23 | 3.1 | ||||||
| 3.1 (h) | Certificate of Amendment to Articles of Incorporation – Increase Authorized Capital | 8-K | 7/13/23 | 3.1 | ||||||
| 4.1 | BTCS Inc. 2021 Equity Incentive Plan, as amended | 10-Q | 8/11/23 | 4.1 | ||||||
| 3.2 | Bylaws | S-1 | 5/29/08 | 3.2 | ||||||
| 3.2(a) | Amendment No. 1 to the Bylaws | 8-K | 4/12/22 | 3.1 | ||||||
| 31.1 | Certification of Principal Executive Officer (302) | Filed | ||||||||
| 31.2 | Certification of Principal Financial Officer (302) | Filed | ||||||||
| 32.1 | Certification of Principal Executive and Principal Financial Officer (906) | Furnished** | ||||||||
| 101.INS | Inline XBRL Instance Document | |||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | |||||||||
| ** | 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. |
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.
| 31 |
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Charles Allen, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of BTCS Inc. for the fiscal quarter ended September 30, 2023. |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this interim report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others, particularly during the period in which this report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
| 5. | I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the registrant’s board of directors: |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
| Dated: November 9, 2023 | By: | /s/ Charles Allen |
| Charles Allen | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael Prevoznik, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of BTCS Inc. for the fiscal quarter ended September 30, 2023. |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this interim report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others, particularly during the period in which this report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
| 5. | I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the registrant’s board of directors: |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
| Dated: November 9, 2023 | By: | /s/ Michael Prevoznik |
| Michael Prevoznik | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 USC, SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of BTCS Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charles Allen, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: November 9, 2023 | By: | /s/ Charles Allen |
| Charles Allen | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) |
A signed original of this written statement required by Section 906 has been provided to BTCS Inc. and will be retained by BTCS Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
In connection with the Quarterly Report of BTCS Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Prevoznik, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: November 9, 2023 | By: | /s/ Michael Prevoznik |
| Michael Prevoznik | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) |
A signed original of this written statement required by Section 906 has been provided to BTCS Inc. and will be retained by BTCS Inc. and furnished to the Securities and Exchange Commission or its staff upon request.