BTCS Inc. 10-Q

ITEM 5 Other Information On May 12, 2022, the Compensation Committee of the Board of Directors of the Company approved a performance based Annual Cash Incentive Plan for the Company’s executives for fiscal year 2022. If an executive meets their performance milestones, the executive will receive a cash bonus in amount up to 48% to 107% of the applicable executive’s base salary, as detailed below: ● Charles Allen, the Company’s Chief Executive Officer is eligible to receive up to 107% of his base salary. Mr. Allen’s current base salary is $393,702; ● Michal Handerhan, the Company’s Chief Operating Officer is eligible to receive up to 60% of his base salary. Mr. Handerhan’s base salary is $275,000; ● Michael Prevoznik, the Company’s Chief Financial Officer is eligible to receive up to 50% of his base salary. Mr. Prevoznik’s base salary is $175,000; ● Manish Paranjape, the Company’s Chief Technology Officer is eligible to receive up to 48% of his base salary. Mr. Paranjape’s base salary is $225,000. ITEM 6 Exhibits The exhibits listed in the accompanying “Exhibit Index” are filed or incorporated by reference as part of this Form 10-Q. 28 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. May 13, 2022 By: /s/ Charles Allen Charles W. Allen Chief Executive Officer (Principal Executive Officer) 29 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 Split 8-K 8/17/21 3.1 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 4.1 2021 Equity Incentive Plan DEF 14A 4/26/22 Annex A 10.1 Form of Subscription Agreement – Series C-2 Convertible Preferred Stock 8-K 1/4/21 10.1 10.2 Series D Warrant dated January 15, 2021 8-K 1/22/21 10.1 10.3 Form of Securities Purchase Agreement, dated March 2, 2021, by and between the Company, the Purchasers and the Placement Agent+ 8-K 3/4/21 10.1 10.4 Placement Agent Agreement dated March 2, 2021 by and between the Company and A.G.P./Alliance Global Partners 8-K 3/4/21 10.2 10.5 Common Stock Purchase Warrant dated March 2, 2021, by and between the Company and the Purchasers 8-K 3/4/21 10.3 10.6 Offer Letter – Michael Prevoznik 10-K 3/11/22 10.4 31.1 Certification of Principal Executive and Financial Officer (302) Filed 31.2 Certification of Principal Financial Officer (302) Filed 32 Certification of Principal Executive and Principal Financial Officer (906) Furnished** 101.INS Inline XBRL Instance Document Filed 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). Filed ** This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K. + Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request. Copies of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our shareholders who make a written request to BTCS Inc., 9466 Georgia Avenue #124, Silver Spring, MD 20910, Attention: Corporate Secretary. 30