BTCS Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES 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 December 31, 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 December 31, 2023. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Our internal control over financial reporting is a process designed 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. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined effective could provide only reasonable assurance with respect to financial statement preparation and presentation. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023, based on the framework in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “2013 Internal Control-Integrated Framework”). Based on our evaluation under the 2013 Internal Control-Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2023. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting as defined in Rule 13a-15(f) or 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. ITEM 9B. OTHER INFORMATION On November 14, 2023 , our Chief Executive Officer , adopted a Rule 10b5-1 trading plan, which is intended to satisfy the affirmative defense in Rule 10b5-1(c). The trading plan provides for the potential sale of up to an aggregate of 1.25 million shares of our common stock. The duration of the plan is through October 15, 2024 . On December 5, 2023 , our Chief Operating Officer , adopted a Rule 10b5-1 trading plan, which is intended to satisfy the affirmative defense in Rule 10b5-1(c). The trading plan provides for the potential sale of up to an aggregate of 750,000 shares of our common stock. The duration of the plan is through October 15, 2024 . No other officers, as defined in Rule 16a-1(f), or directors adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the last fiscal quarter. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not Applicable. 44 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the year ended December 31, 2023. Our Board has adopted a Code of Ethics applicable to all officers, directors and employees, which is available on our website (http://www.btcs.com) under “Corporate Governance.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Ethics and by posting such information on our website at the address and location specified above. ITEM 11. EXECUTIVE COMPENSATION The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the year ended December 31, 2023. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the year ended December 31, 2023. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the year ended December 31, 2023. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the year ended December 31, 2023. 45 PART IV ITEM 15. EXHIBITS (a) Documents filed as part of the report. (1) Financial Statements. See Index to Financial Statements, which appears on page F-1 hereof. The financial statements listed in the accompanying Index to Financial Statements are filed herewith in response to this Item. (2) Financial Statements Schedules. All schedules are omitted because they are not applicable or because the required information is contained in the financial statements or notes included in this report. (3) Exhibits. See the Exhibit Index. EXHIBIT INDEX Filed/ Incorporated by Reference Exhibit No. Description Furnished Herewith Form Exhibit No. Filing Date 1.1 At-The-Market Offering Agreement, dated September 14, 2021, 2020, by and between BTCS Inc. and H.C. Wainwright & Co., LLC 8-K 1.1 9/14/21 2.1 Articles of Merger 8-K/A 3.1 7/31/15 2.2 Agreement and Plan of Merger 8-K/A 3.2 7/31/15 3.1 Articles of Incorporation 10-K 3.1 3/31/11 3.1(a) Amendment No. 1 To Articles of Incorporation 8-K 3.1 3/25/13 3.1(b) Amendment No. 2 To Articles of Incorporation 8-K 3.1 2/5/14 3.1(c) Certificate of Amendment filed February 13, 2017 8-K 3.1 2/16/17 3.1(d) Amendment No. 3 To Articles of Incorporation 8-K 3.1 4/9/19 3.1(e) Certificate of Change – Reverse Split 8-K 3.1 8/17/21 3.1(f) Certificate of Designation – Series V 8-K 3.1 1/31/23 3.1(g) Certificate of Amendment to the Series V Certificate of Designation 8-K 3.1 4/19/23 3.1(h) Amendment No. 4 to Articles of Incorporation – Increase Authorized Capital 8-K 3.1 7/13/23 3.2 Bylaws of TouchIT Technologies, Inc. S-1 3.2 5/29/08 3.2(a) Amendment No. 1 to the Bylaws 8-K 3.1 4/12/22 4.1 BTCS Inc. 2021 Equity Incentive Plan, as amended (2) 10-Q 4.1 8/11/23 4.2 Description of Securities (1) 46 10.1 Employment Agreement - Charles Allen (2) 10-K 10.8 6/23/17 10.1(a) Amendment to Employment Agreement - Charles Allen (2) 10-K 10.15(a) 3/23/20 10.2 Employment Agreement - Michael Handerhan (2) 10-K 10.9 6/23/17 10.2(a) Amendment to Employment Agreement – Michal Handerhan (2) 10-K 10.16(a) 3/23/20 10.3 Offer Letter – Michael Prevoznik (2) 10-K 10.4 3/11/22 10.4 Offer Letter – Manish Paranjape (2) 10-K 10.4 3/31/23 19.1 Insider Trading Policy (1) 21.1 List of Subsidiaries (1) 23.1 Consent of RBSM LLP (1) 31.1 Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (1) 31.2 Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (1) 32 Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (3) 97.1 Clawback Policy (1) 101.INS Inline XBRL Instance Document (1) 101.SCH Inline XBRL Taxonomy Extension Schema (1) 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase (1) 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase (1) 101.LAB Inline XBRL Taxonomy Extension Label Linkbase (1) 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase (1) 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). (1) * Exhibits and/or Schedules have been omitted. The Company hereby agrees to furnish to the SEC upon request any omitted information. (1) Filed herein (2) Indicates a management contract or compensatory plan. (3) Furnished herein ITEM 16. FORM 10-K SUMMARY. Not applicable. 47 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 21, 2024. BTCS INC. Date: March 21, 2024 /s/ Charles Allen Charles W. Allen Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of BTCS Inc. and in the capacities and on the dates indicated. Signature Title Date /s/ Charles Allen Chief Executive Officer March 21, 2024 Charles W. Allen (Principal Executive Officer) and Chairman of the Board of Directors /s/ Michael Prevoznik Chief Financial Officer March 21, 2024 Michael Prevoznik (Principal Financial Officer and Principal Accounting Officer) /s/ Michal Handerhan Director March 21, 2024 Michal Handerhan /s/ Melanie Pump Director March 21, 2024 Melanie Pump /s/ Charlie Lee Director March 21, 2024 Charlie Lee 48 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of BTCS Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of BTCS Inc. (The “Company”) as of December 31, 2023 and 2022 and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Change in Accounting Principle As discussed in Note 3 to the financial statements, the Company has changed its method of accounting for digital assets (crypto currencies) to fair value, with changes in fair value recognized in net income, effective as of January 1, 2023 due to the adoption of Accounting Standards Update (“ASU”) No. 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. F- 1 Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Evaluation of audit evidence pertaining to the existence and control of the digital assets As discussed in Notes 3 to the consolidated financial statements, the Company accounts for its digital assets as indefinite-lived intangible assets measured at fair value pursuant to ASU No. 2023-08. The digital assets are recorded at fair value. As of December 31, 2023, the fair value of the Company’s digital assets was $25.2 million. We identified the evaluation of audit evidence pertaining to the existence of the digital assets and whether the Company controls the digital assets as a critical audit matter. Especially subjective auditor judgment was involved in determining the nature and extent of evidence required to assess the existence of the digital assets and whether the Company controls the digital assets, as control over the digital assets is provided through stored private cryptographic keys. In addition, information technology (IT) professional with specialized skills and knowledge in IT controls was needed to assist in the evaluation of the sufficiency of certain controls over digital assets. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design of certain internal controls over the digital assets process, including a control over the comparison of the Company’s records of digital assets held to the information on the representative blockchain via blockchain explorers. This included assessing the controls to prevent unauthorized users from access to the private keys and to prevent the misuse or misappropriation of crypto assets. We involved IT professional with specialized skills and knowledge in IT controls, who assisted in evaluating certain internal controls over the digital assets process, related specifically to the control of the private cryptographic keys, the storing of these keys, and the reconciliation of digital assets per the Company’s ledgers to the public blockchain. We also compared on test basis of the Company’s record of digital asset transactions to the records on the public blockchain using at least two different blockchain explorers. We performed procedures to establish that the Company has controls over the crypto assets. We evaluated the reasonableness of the prices utilized by the Company to value digital assets by obtaining independent digital asset prices and comparing those to the prices selected by the Company. We applied auditor judgment in determining the nature and extent of audit evidence required, especially related to assessing the existence of the digital assets and whether the Company controls the digital assets. We evaluated the sufficiency and appropriateness of audit evidence obtained by assessing the results of procedures performed over the digital assets. /s/ RBSM LLP PCAOB ID 587 We have served as the Company’s auditor since 2016. Las Vegas, Nevada March 21, 2024 F- 2 BTCS Inc. Balance Sheets December 31, December 31, 2023 2022 Assets: Current assets: Cash and cash equivalents $ 1,458,327 $ 2,146,783 Stablecoins 21,044 - Crypto assets 302,783 982 Staked crypto assets 24,900,146 1,826,307 Prepaid expenses 62,461 123,727 Receivable for capital shares sold 291,440 - Total current assets 27,036,201 4,097,799 Other assets: Investments, at value (Cost $ 100,000 ) 100,000 100,000 Property and equipment, net 10,490 11,152 Staked crypto assets - long term - 5,708,624 Total other assets 110,490 5,819,776 Total Assets $ 27,146,691 $ 9,917,575 Liabilities and Stockholders’ Equity: Accounts payable and accrued expenses $ 55,058 $ 76,727 Accrued compensation 712,092 295,935 Warrant liabilities 213,750 213,750 Total current liabilities 980,900 586,412 Stockholders’ equity: Preferred stock: 20,000,000 shares authorized at $ 0.001 par value: - - Series V preferred stock: 14,567,829 and 0 shares issued and outstanding at December 31, 2023 and 2022, respectively 2,563,938 - Preferred stock value 2,563,938 - Common stock, 975,000,000 shares authorized at $ 0.001 par value, 15,320,281 and 13,107,149 shares issued and outstanding at December 31, 2023 and 2022, respectively 15,322 13,108 Additional paid in capital 162,263,634 160,800,263 Accumulated deficit ( 138,677,103 ) ( 151,482,208 ) Total stockholders’ equity 26,165,791 9,331,163 Total Liabilities and Stockholders’ Equity $ 27,146,691 $ 9,917,575 The accompanying notes are an integral part of these financial statements. F- 3 BTCS Inc. Statements of Operations 2023 2022 For the Year Ended December 31, 2023 2022 Revenues Validator revenue (net of fees) $ 1,339,628 $ 1,692,454 Total revenues 1,339,628 1,692,454 Cost of revenues Validator expenses 359,778 426,440 Gross profit 979,850 1,266,014 Operating expenses: General and administrative $ 1,863,916 $ 1,916,193 Research and development 687,288 611,758 Compensation and related expenses 2,129,144 3,313,638 Marketing 12,153 78,171 Impairment loss on crypto assets - 13,348,874 Realized (gains) losses on crypto asset transactions 604,269 ( 506,757 ) Total operating expenses 5,296,770 18,761,877 Other income (expenses): Change in unrealized appreciation (depreciation) on crypto assets 12,135,648 - Change in fair value of warrant liabilities - 1,638,750 Distributions to warrant holders - ( 35,625 ) Total other income (expenses) 12,135,648 1,603,125 Net income (loss) $ 7,818,728 $ ( 15,892,738 ) Net income (loss) per share attributable to common stockholders, basic and diluted $ 0.55 $ ( 1.25 ) Weighted average number of common shares outstanding, basic and diluted 14,092,233 12,732,914 The accompanying notes are an integral part of these financial statements. F- 4 BTCS Inc. Statements of Stockholders’ Equity For the Years Ended December 31, 2023 and 2022 Shares Amount Capital Deficit Equity Additional Total Stockholders’ Common Stock Paid-in Accumulated (Deficit) Shares Amount Capital Deficit Equity Balance December 31, 2021 - 10,528,212 $ 10,529 $ 147,682,384 $ ( 135,589,470 ) $ 12,103,443 Issuance of common stock, net of offering cost / At-the-market offering 2,172,336 2,172 11,124,159 - 11,126,331 Stock-based compensation - 406,601 407 2,624,863 - 2,625,270 Dividend distributions - - ( 631,143 ) - ( 631,143 ) Net loss - - - ( 15,892,738 ) ( 15,892,738 ) Balance December 31, 2022 - 13,107,149 $ 13,108 $ 160,800,263 $ ( 151,482,208 ) $ 9,331,163 Shares Amount Shares Amount Capital Deficit Equity Series V Additional Total Preferred Stock Common Stock Paid-in Accumulated Stockholders’ Shares Amount Shares Amount Capital Deficit Equity Balance December 31, 2022, as adjusted - $ - 13,107,149 $ 13,108 $ 160,800,263 $ ( 146,495,831 (1) ) (1) $ 14,317,540 (1) (1) Balance - $ - 13,107,149 $ 13,108 $ 160,800,263 $ ( 146,495,831 ) (1) $ 14,317,540 (1) Issuance of common stock, net of offering cost / At-the-market offering - - 1,707,621 1,708 2,686,086 - 2,687,794 Issuance of Series V preferred stock 14,542,803 2,559,533 - - ( 2,559,533 ) - - Stock-based compensation 25,026 4,405 505,511 506 1,336,818 - 1,341,729 Net income (loss) - - - - - 7,818,728 7,818,728 Balance December 31, 2023 14,567,829 $ 2,563,938 15,320,281 $ 15,322 $ 162,263,634 $ ( 138,677,103 ) $ 26,165,791 Balance 14,567,829 $ 2,563,938 15,320,281 $ 15,322 $ 162,263,634 $ ( 138,677,103 ) $ 26,165,791 (1) Includes an adjustment to the opening balance of $ 4,986,377 resulting from a change in accounting principle. See Note 3 for further details. The accompanying notes are an integral part of these financial statements. F- 5 BTCS Inc. Statements of Cash Flows 2023 2022 For the Year Ended December 31, 2023 2022 Net Cash flows used from operating activities: Net income (loss) $ 7,818,728 $ ( 15,892,738 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation expense 5,033 4,039 Stock-based compensation 1,341,729 2,625,270 Validator revenue ( 1,339,628 ) ( 1,692,454 ) Blockchain network fees (non-cash) - 1,321 Change in fair value of warrant liabilities - ( 1,638,750 ) Sale of non-productive crypto assets - 2,547,325 Realized gain on crypto assets transactions 604,269 ( 506,757 ) Change in unrealized (appreciation) depreciation on crypto assets ( 12,135,648 ) - Impairment loss on crypto assets - 13,348,874 Changes in operating assets and liabilities: Stablecoins ( 21,044 ) - Prepaid expenses and other current assets 61,266 200,824 Receivable for capital shares sold ( 291,440 ) - Accounts payable and accrued expenses ( 21,669 ) ( 62,332 ) Accrued compensation 416,157 288,601 Net cash used in operating activities ( 3,562,247 ) ( 776,777 ) Cash flows from investing activities: Purchase of productive crypto assets for validating ( 1,804,482 ) ( 9,453,024 ) Sale of productive crypto assets 1,994,851 585,595 Purchase of investments - ( 100,000 ) Purchase of property and equipment ( 5,276 ) ( 5,408 ) Sale of property and equipment 904 - Net cash provided by (used in) investing activities 185,997 ( 8,972,837 ) Cash flow from financing activities: Dividend distributions - ( 630,801 ) Net proceeds from issuance common stock/ At-the-market offering 2,687,794 11,126,331 Net cash provided by financing activities 2,687,794 10,495,530 Net (decrease)/increase in cash ( 688,456 ) 745,916 Cash, beginning of period 2,146,783 1,400,867 Cash, end of period $ 1,458,327 $ 2,146,783 Supplemental disclosure of non-cash financing and investing activities: Series V Preferred Stock Distribution $ 2,559,533 $ - The accompanying notes are an integral part of these financial statements. F- 6 BTCS Inc. NOTES TO FINANCIAL STATEMENTS Note 1 - Organization and Description of Business and Recent Developments BTCS Inc. (formerly Bitcoin Shop, Inc.), a Nevada corporation (“BTCS” or the “Company”) was incorporated in 2008 and is a Nasdaq listed company operating in the blockchain technology sector since 2014 with a primary focus on blockchain infrastructure. Our core focus is on driving scalable growth through a diverse range of business streams leveraging and built on top of our core and proven blockchain infrastructure operations. The Company secures and operates validator nodes (as a “Validator”) on various proof-of-stake (“PoS”) and delegated proof-of-stake (“dPoS”) based blockchain networks earning native token rewards by staking our proof-of-stake crypto assets (also referred to “cryptocurrencies”, “crypto”, “crypto assets”, “digital assets”, or “tokens”), with an emphasis on Ethereum. The Company’s non-custodial Staking-as-a-Service (“StaaS”) business allows crypto asset holders to earn staking rewards by participating in network consensus mechanisms through staking (or “delegating”) their crypto assets to BTCS-operated validator nodes (or “nodes”). As a non-custodial Validator and StaaS provider, BTCS may charge a validator node fee, typically determined as a percent of the crypto asset rewards earned on crypto assets delegated to its node, creating the opportunity for potential scalable revenue and business growth with limited additional costs. The Company believes that StaaS provides a more accessible and cost-effective way for crypto asset holders to participate in blockchain network consensus, thereby promoting the growth and adoption of blockchain technology. The Company’s internally-developed “StakeSeeker” platform 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 StakeSeeker 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 functions as an educational center, offering users guidance on the delegation of their crypto assets to our non-custodial validator nodes, along with the ability to monitor such delegation activities through data analysis. StakeSeeker does not provide or facilitate direct, asset delegation or transaction execution on our platform. Stake Hub’s primary purpose is to offer instructional support and tracking capabilities. There is no active process for asset delegation through the Stake Hub dashboard; it is primarily a monitoring tool. The StakeSeeker platform is currently free-to-use for registered users so is not currently generating revenue. The Company is not a broker-dealer or an investment advisor and does not provide any such related services. StakeSeeker provides a valuable analytical platform to crypto enthusiasts and strategically seeks to entice users with its cutting-edge features. The underlying strategic objective of the platform is to drive the expansion of Delegators to our validator nodes. The Company anticipates taking the StaaS Platform out of beta prior to the end 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 we may add support for additional blockchains and provide other analytic tools. We are also exploring the feasibility of adding Ethereum non-custodial staking to StakeSeeker in 2024. We anticipate the costs associated with doing so would be in line with our historical research and development costs. The Company has introduced “Builder+”, a newly developed Ethereum block builder (“Builder”) that utilizes advanced algorithms to maximize validator earnings by constructing optimized blocks for on-chain validation. Builders actively monitor the Ethereum transaction queue, known as the “mempool”, for pending transactions and strategically reorder them to create ‘optimized blocks’ containing transactions with the highest fees. Builders pay a fee to increase the chances of their blocks being selected by a validator and, in return, earn the associated crypto transaction fees. 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. F- 7 BTCS Inc. NOTES TO FINANCIAL STATEMENTS Note 2 - Summary of Significant Accounting Policies 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 six 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 December 31, 2023 and 2022, the Company had approximately $ 1,458,000 and $ 2,147,000 in cash. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash. 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 $ 250,000 . As of December 31, 2023 and 2022, the Company had approximately $ 933,000 and $ 1,682,000 in excess of the FDIC insured limit, respectively. 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. The Company accounts for its stablecoins as indefinite-lived intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other . While not accounted for as cash or cash equivalents, these stablecoins are considered a liquidity resource. Crypto Assets Fair Value Measurement The Company’s fair value measurement for its crypto assets is guided by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurement . According to ASC 820, fair value is defined as the price that would be received for an asset in a current sale, assuming an orderly transaction between market participants on the measurement date. It requires the Company to assume that its crypto assets are sold in their principal market or, in the absence of a principal market, the most advantageous market. In this context, market participants are considered to be independent, knowledgeable, and willing and able to transact. Kraken has been identified as the principal market for the Company’s crypto assets, serving as the Company’s primary cryptocurrency exchange for both purchases and sales. This determination is based on a comprehensive evaluation process that considers various factors, including regulatory compliance, trading activity, and price stability. The Company places significant trust in Kraken’s well-established reliability and robust capabilities. To determine the fair value of its crypto assets, the Company relies primarily on coinmarketcap.com (“CoinMarketCap”) as the principal pricing source. The selection of CoinMarketCap is the result of thorough due diligence, which identified it as the most reliable source for consistently obtaining timely and accurate crypto asset price data, covering all the crypto assets held by the Company. The real-time pricing from CoinMarketCap is notably aligned with the bid/ask quotes observed on the Company’s primary exchange and principal market, Kraken. While Kraken is designated as the primary exchange, the Company maintains the flexibility to engage in cryptocurrency transactions on other exchanges where it maintains accounts. This flexibility allows the Company to adapt to changing market conditions and explore alternative platforms when necessary to ensure cost-effective execution and fair value measurement using the most advantageous market. The determination of Kraken as the principal market reflects the Company’s commitment to making informed decisions based on regulatory compliance, trading activity, and price stability and achieving the most accurate representation of fair value for its crypto assets. The Company regularly reviews and assesses its choice of principal market to ensure it aligns with its objectives and the evolving landscape of the cryptocurrency market. F- 8 BTCS Inc. NOTES TO FINANCIAL STATEMENTS Accounting for Crypto Assets The cost basis of the Company’s crypto assets is initially recorded at their fair value using the U.S. dollar spot price of the related crypto asset at 4:00 p.m., New York time, on the date of receipt (or “carrying value”). Crypto assets are measured at their fair respective fair market values at each reporting period end on the balance sheets and classified as either ‘Staked Crypto Assets’ or ‘Crypto Assets’ to distinguish their nature within the respective balances. Staked crypto assets are presented as current assets if their lock-up periods are less than 12 months, and as long-term other assets if the lock-up extends beyond one year. The majority of our crypto assets are staked, typically with lock-up periods of less than 21 days, and are considered current assets in accordance with ASC 210-10-20, Balance Sheet , due to the Company’s ability to sell them in a liquid marketplace, as we have a reasonable expectation that they will be realized in cash or sold or consumed during the normal operating cycle of our business to support operations when needed . The classification of purchases and sales in the statements of cash flows is determined based on the nature of the crypto assets, which can be categorized as ‘productive’ (i.e. acquired for purposes of staking) or ‘non-productive’ (e.g. bitcoin). Acquisitions of non-productive crypto assets are treated as operating activities, while acquisitions of productive crypto assets are classified as investing activities in accordance with ASC 230-10-20, Investing activities . Productive crypto assets staked with lock-up periods of less than 12 months are listed as current assets in the ‘Staked Crypto Assets’ line item on the balance sheet. Staked crypto assets with lock-up periods exceeding 12 months are categorized as long-term other assets. Non-productive crypto assets are included in the ‘Crypto Assets’ line item on the balance sheet. Effective January 1, 2023, the Company has elected to early adopt ASU No. 2023-08 , resulting in a material change in accounting principle related to the Company’s accounting treatment of crypto assets. The impacts of the change in accounting principle are discussed further in Note 3. Prior to the Company’s adoption of ASU No. 2023-08, the Company accounted 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. Prior to the Company’s adoption of ASU No. 2023-08, on a quarterly basis, crypto assets were measured at carrying value, net of any impairment losses incurred since receipt. The Company recorded impairment losses as the fair value fell 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 could only be marked down when impaired and not marked up when their value increases. Impairment losses could not be recovered for any subsequent increase in fair value until the sale or disposal of the asset. Such impairment in the value of crypto assets was recorded as a component of costs and expenses in our statements of operations. The Company recorded impairment losses of approximately $ 0 and $ 13,349,000 related to crypto assets during the years ended December 31, 2023 and 2022, respectively. 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 ($ 604,000 ) and $ 507,000 during the years ended December 31, 2023 and 2022, respectively. F- 9 BTCS Inc. NOTES TO FINANCIAL STATEMENTS Revenue Recognition The Company recognizes revenue under 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 generated from its blockchain infrastructure operations. The transaction consideration the Company receives - the crypto asset awards and gas fees - are 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 U.S. dollar spot price of the related crypto asset at 4:00 p.m., New York time, on the date of receipt. Blockchain Infrastructure The Company engages in network-based smart contracts by running its own crypto asset validator nodes as well as by staking (or “delegating”) crypto assets directly to both its own validator nodes and nodes run by third-party operators. Through these contracts, the Company provides crypto assets to stake to 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 from a few days to several weeks after it is cancelled (or “un-staked”) by the delegator 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 earned from the network when delegating to 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, 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 proportionate to the crypto assets staked by the Company compared to the total crypto assets staked by all Delegators to that node at that time. 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 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. F- 10 BTCS Inc. NOTES TO FINANCIAL STATEMENTS The following table details the native token rewards and their respective fair market value recognized as revenue during the years ended December 31, 2023. The tables distinguish between token rewards earned from staking to BTCS run Validator nodes as well as delegating to validator nodes operated by unaffiliated third-parties. Crypto assets earned from staking to BTCS validator nodes Schedule Of Crypto Assets Earned From BitCoins FY 2022 FY 2022 FY 2023 FY 2023 Asset Token Rewards Revenue ($USD) Token Rewards Revenue ($USD) Ethereum (ETH) 390 $ 768,992 358 $ 639,357 Cosmos (Atom) 15,200 $ 214,217 43,268 $ 408,964 Kava (KAVA) 49,690 $ 114,603 53,435 $ 43,642 Kusama (KSM) 824 $ 73,138 820 $ 21,981 Mina (MINA) 4,320 $ 2,594 15,840 $ 10,959 Evmos (EVMOS) - $ - 89,591 $ 10,807 Akash (AKT) 6,376 $ 1,459 11,666 $ 9,808 Avalanche (Avax) 1,051 $ 30,791 664 $ 9,117 NEAR Protocol (NEAR) 970 $ 1,512 5,494 $ 8,836 Oasis Network (ROSE) 9,758 $ 533 98,001 $ 5,802 Tezos (XTZ) 3,620 $ 7,048 2,413 $ 2,326 Terra (Luna) 61 $ 5,401 - $ - Algorand (Algo) 98 $ 115 - $ - Total earned from staking to BTCS validator nodes - $ 1,220,403 $ 1,171,599 Crypto assets earned from staking to third-party validator nodes Schedule of Crypto Assets Earned From Third Party FY 2022 FY 2022 FY 2023 FY 2023 Asset Token Rewards Revenue ($USD) Token Rewards Revenue ($USD) Axie Infinity (AXS) 17,392 $ 385,101 18,522 $ 127,691 Polygon (Matic) 31,395 $ 27,826 24,878 $ 20,613 Solana (SOL) 407 $ 20,428 474 $ 11,592 Polkadot (DOT) 2,989 $ 35,658 1,371 $ 7,358 Cardano (ADA) 5,102 $ 3,038 2,394 $ 775 Total earned from staking to third-party validator nodes $ 472,051 $ 168,029 Total $ 1,692,454 $ 1,339,628 Cost of Revenue The Company’s cost of revenue related to its blockchain infrastructure operations 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. These costs directly related to production of revenues are collectively summarized as “Validator expenses” in the statements of operations. F- 11 BTCS Inc. NOTES TO FINANCIAL STATEMENTS 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 cryptocurrency 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 consist 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 three to five years. Long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. 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. Tax positions are recognized only when it is more likely than not (i.e., likelihood of greater than 50%), based on technical merits, that the position would be sustained upon examination by taxing authorities. Tax positions that meet the more likely than not threshold are measured using a probability-weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. A valuation allowance is established to reduce deferred tax assets if all, or some portion, of such assets will more than likely not be realized. Should they occur, the Company’s policy is to classify interest and penalties related to tax positions as income tax expense. Since the Company’s inception, no such interest or penalties have been incurred. F- 12 BTCS Inc. NOTES TO FINANCIAL STATEMENTS 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 . 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 sheets 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). Stock-based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation . 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. 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. F- 13 BTCS Inc. NOTES TO FINANCIAL STATEMENTS 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. The Series V: (i) is non-convertible, (ii) has a 20% liquidation preference over the shares of common stock, (iii) is non-voting and (iv) has certain rights to dividends and distributions (at the discretion of the Board). A total of 14,542,803 shares of Series V Preferred Stock were distributed to shareholders on June 2, 2023. On January 5, 2022, the Board declared a non-recurring special dividend of $ 0.05 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 $ 0 and $ 631,000 during the years ended December 31, 2023 and 2022, respectively. 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 $ 12,000 and $ 78,000 for the year ended December 31, 2023 and 2022, respectively. Net Income (Loss) per Share Basic income (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 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. The following financial instruments were not included in the diluted loss per share calculation as of December 31, 2023 and 2022 because their effect was anti-dilutive: Schedule of Earnings Per Share Anti-diluted 2023 2022 As of December 31, 2023 2022 Warrants to purchase common stock 712,500 912,500 Options 1,200,000 1,150,000 Non-vested restricted stock awards units 1,606,373 1,590,553 Total 3,518,873 3,653,053 Anti-dilutive securities 3,518,873 3,653,053 F- 14 BTCS Inc. NOTES TO FINANCIAL STATEMENTS Recent Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60) , which is intended to improve the accounting for and disclosure of crypto assets. The ASU requires entities to subsequently measure crypto assets that meet specific criteria at fair value, with changes recognized in net income each reporting period. The ASU also the requires specific presentation of cash receipts arising from crypto assets that are received as noncash consideration in the ordinary course of business and are converted nearly immediately into cash. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU No. 2023-08 effective January 1, 2023, which had a material impact to its financial statement and related disclosures, which are further discussed in Note 3. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. Note 3 - Changes in Accounting Principle Effective January 1, 2023, the Company has elected to early adopt ASU No. 2023-08, resulting in a material change in accounting principle related to the Company’s accounting treatment of crypto assets. As a result of the adoption of ASU No. 2023-08, crypto assets are recorded at their fair market value on its balance sheet and changes in the fair market value of its crypto assets during reporting periods are recorded within its statements of operations as unrealized appreciation (depreciation). Prior to adopting ASU No. 2023-08, crypto assets were accounted for as intangible assets with an indefinite life in accordance with ASC 350, Intangibles –Goodwill and Other , carrying them at their impaired value and recognizing impairment losses during reporting periods. Adoption of the fair market value guidance contained within ASU No. 2023-08 eliminates the need to calculate impairment losses on crypto assets for the year of adoption and moving forward. The Company elected to early adopt the guidance contained with ASU No. 2023-08 as we believe that the specified changes in financial reporting better reflect the economic realities of the Company’s business model and the value of the crypto assets held, enhancing the transparency and accuracy of the financial statements. The adoption of ASU No. 2023-08 required an adjustment to the Company’s opening Retained Earnings balance as of January 1, 2023, to recognize the cumulative effect of initially applying the change in accounting principle to previous periods. The adjustment accounts for the difference between the December 31, 2022 ending book value of crypto assets and their respective fair market value, which amounted to approximately $ 4,986,000 . F- 15 BTCS Inc. NOTES TO FINANCIAL STATEMENTS Note 4 – Crypto Assets The following table presents the Company’s crypto assets held as of December 31, 2023: Schedule of Crypto Assets Held Asset Tokens Cost Fair Market Value Ethereum (ETH) 7,815 $ 8,862,438 $ 17,829,264 Cosmos (Atom) 270,098 4,843,231 2,860,870 Solana (SOL) 7,845 535,109 796,327 Avalanche (Avax) 17,842 1,129,281 687,713 Axie Infinity (AXS) 60,552 1,913,988 535,546 Polygon (Matic) 506,010 848,606 491,138 Oasis Network (ROSE) 2,647,629 157,541 363,571 Kusama (KSM) 7,313 1,427,083 329,353 Kava (KAVA) 345,394 1,089,300 301,429 NEAR Protocol (NEAR) 80,267 162,780 293,204 Akash (AKT) 119,071 46,156 291,574 Cardano (ADA) 265,254 402,901 157,615 Mina (MINA) 90,017 63,539 122,007 Polkadot (DOT) 8,650 139,711 70,879 Evmos (EVMOS) 345,777 97,404 43,886 Tezos (XTZ) 26,174 73,318 26,379 Band Protocol (BAND) 992 1,500 2,174 Total - $ 21,793,886 $ 25,202,929 The following table presents a rollforward of the Company’s crypto asset activities for the years ended December 31, 2023 and 2022: Schedule of Crypto Asset Activities December 31, 2021 - Book Value $ 12,365,472 Purchases of crypto assets 9,453,024 Rewards earned from staking 1,692,454 Sales of crypto assets ( 3,132,920 ) Realized gains on sale of crypto assets 506,757 Impairment loss ( 13,348,874 ) December 31, 2022 - Book Value $ 7,535,913 Opening adjustment for change in accounting principle 4,986,377 Purchases of crypto assets 1,804,482 Rewards earned from staking 1,339,628 Sales of crypto assets ( 1,994,851 ) Realized gains on sale of crypto assets 147,295 Realized losses on sale of crypto assets ( 751,563 ) Change in unrealized appreciation (depreciation) of crypto assets 12,135,648 December 31, 2023 - Fair Market Value $ 25,202,929 F- 16 BTCS Inc. NOTES TO FINANCIAL STATEMENTS Note 5 - 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 (i.e., 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 – Valuations based on unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that are accessible at the measurement date. Since valuations are based on quoted prices that are readily and regularly available in an active market, these valuations do not entail a significant degree of judgment. Level 2 – Valuations based on 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 – Valuations based on 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 December 31, 2023 and 2022: Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis Fair Value Measured at December 31, 2023 Total at December 31, Quoted prices in active markets Significant other observable inputs Significant unobservable inputs 2023 (Level 1) (Level 2) (Level 3) Assets Crypto Assets $ 25,202,929 $ 25,202,929 $ - $ - Investments 100,000 - - 100,000 Total Assets $ 25,302,929 $ 25,202,929 $ - $ 100,000 Liabilities Warrant Liabilities $ 213,750 $ - $ - $ 213,750 Fair Value Measured at December 31, 2022 Total at December 31, Quoted prices in active markets Significant other observable inputs Significant unobservable inputs 2022 (Level 1) (Level 2) (Level 3) Assets Investments $ 100,000 $ - $ - $ 100,000 Liabilities Warrant Liabilities $ 213,750 $ - $ - $ 213,750 The Company did not make any transfers between the levels of the fair value hierarchy during the years ended December 31, 2023 and 2022. F- 17 BTCS Inc. NOTES TO FINANCIAL STATEMENTS 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 years ended December 31, 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 December 31, December 31, 2023 2022 Beginning balance $ 100,000 $ - Purchases - 100,000 Unrealized appreciation (depreciation) - - Ending balance $ 100,000 $ 100,000 Fair Value of Level 3 Financial Liabilities December 31, December 31, 2023 2022 Beginning balance $ 213,750 $ 1,852,500 Warrant liabilities classification - - Fair value adjustment of warrant liabilities - ( 1,638,750 ) Ending balance $ 213,750 $ 213,750 F- 18 BTCS Inc. NOTES TO FINANCIAL STATEMENTS 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 December 31, 2023, the Company’s Level 3 investments were carried at original cost of the investments, with a value of $100,000. The Company has elected to apply the measurement alternative under ASC 321, Investments—Equity Securities , for these investments. 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 (the “Offering”) with certain purchasers pursuant to which the Company agreed to sell an aggregate of (i) 950,000 shares of Common Stock, and (ii) Common Stock warrants (the “Warrants”) to purchase up to 712,500 shares of Common Stock for gross proceeds of $ 9.5 million in a private placement. The closing of the Offering occurred on March 4, 2021. 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, 2023, 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 sheets as a current liability. 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 as of December 31, 2023 and 2022, is as follows: Summary of Valuation Methodology and Significant Unobservable Inputs Warrant Liabilities December 31, 2023 December 31, 2022 Risk-free rate of interest 4.23 % 3.99 % Expected volatility 102.81 % 152.84 % Expected life (in years) 2.18 3.18 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. F- 19 BTCS Inc. NOTES TO FINANCIAL STATEMENTS Note 6 - Stockholders’ Equity (Deficit) 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 97,500,000 shares to 975,000,000 . 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 975,000,000 . 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 $ 98,767,500 (the “Shares”). The Company will pay H.C. Wainwright a commission rate equal to 3.0 % of the aggregate gross proceeds from each sale of Shares. During the year ended December 31, 2023, the Company sold a total of 1,707,621 shares of Common Stock under the ATM Agreement for aggregate total gross proceeds of approximately $ 2,790,000 at an average selling price of $ 1.63 per share, resulting in net proceeds of approximately $ 2,688,000 after deducting commissions and other transaction costs. During the year ended December 31, 2022, the Company sold a total of 2,172,336 shares of Common Stock under the ATM Agreement for aggregate total gross proceeds of approximately $ 11,487,000 at an average selling price of $ 5.29 per share, resulting in net proceeds of approximately $ 11,126,000 after deducting commissions and other transaction costs. Share Based Payments Effective January 19, 2023, The Board approved the issuance of $ 50,000 of common stock to each independent director. The shares will be issued in four equal installments ($ 12,500 each) at the end of each calendar quarter beginning March 31 st , 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 year ended December 31, 2023, 122,124 shares of common stock were issued to independent directors. For the years ended December 31, 2023 and 2022, 354,713 and 284,722 shares of common stock were issued to officers related to payment of accrued bonus compensation, respectively. Issuance of Restricted Stock to Service Providers During the year ended December 31, 2022, the Company issued to one service provider a total of approximately 12,500 shares of restricted Common Stock, representing a total fair value of $ 59,000 . F- 20 BTCS Inc. NOTES TO FINANCIAL STATEMENTS 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 Series V: (i) is non-convertible, (ii) has a 20% liquidation preference over the shares of common stock, (iii) is non-voting and (iv) has certain rights to dividends and distributions (at the discretion of the Board). A total of 14,542,803 shares of Series V Preferred Stock were distributed to shareholders on June 2, 2023. The Series V is listed to trade on Upstream, the trading app for digital securities and NFTs powered by Horizon Fintex and MERJ Exchange Limited, under the ticker symbol BTCSP. The fair value of the Preferred stock as of the record date, May 12, 2023, amounted to approximately $ 2,560,000 . The Company used a probability valuation model to determine the fair value of the preferred stock. 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 7,000,000 shares to 12,000,000 shares. Options During the year ended December 31, 2023, the Company granted 85,000 stock options with a weighted average exercise price of $ 1.29 to non-executive employees. During the year ended December 31, 2022, the Company granted 50,000 stock options with a weighted average exercise price of $ 1.51 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 years ended December 31, 2023 and 2022 for the Black-Scholes formula: Schedule of Weighted-Average Assumptions Used to Estimate Fair Value Year Ended December 31, 2023 2022 Exercise price $ 1.29 $ 1.51 Term (years) 5.00 5.00 Expected stock price volatility 151.32 % 165.79 % Risk-free rate of interest 3.97 % 2.77 % 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. A summary of options activity under the Company’s stock option plan for the years ended December 31, 2023 and 2022 are presented below: 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, 2021 1,235,000 $ 2.14 $ 1,488,000 4.0 Employee options granted 50,000 1.51 - 1.4 Employee options expired ( 100,000 ) 1.90 - - Employee options forfeited ( 35,000 ) 1.50 - - Outstanding as of December 31, 2022 1,150,000 $ 2.15 $ - 3.3 Options vested and exercisable as of December 31, 2022 1,135,000 $ 2.16 $ - 3.3 Number of Shares Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2022 1,150,000 $ 2.15 $ - 3.3 Employee options granted 85,000 1.29 - 5.0 Employee options forfeited ( 35,000 ) 1.02 11,100 - Outstanding as of December 31, 2023 1,200,000 $ 2.12 $ 8,700 2.4 Options vested and exercisable as of December 31, 2023 1,145,000 $ 2.15 $ - 2.3 F- 21 BTCS Inc. NOTES TO FINANCIAL STATEMENTS RSUs On February 22, 2022, the Company granted 45,767 restricted stock units to the Company’s Chief Technology Officer. The restricted stock units are to vest over a five-year period as follows: 20 % of the 45,767 restricted stock units vested on January 1, 2023, and the remaining 80% are to vest annually over the following four years with vesting occurring on December 31 st of each respective year. The grant date fair value of restricted stock units was approximately $ 200,000 . Effective January 2, 2022, the Board ratified grants of RSUs to each independent director. David Garrity, Carol Van Cleef and Charles Lee were each granted 95,544 restricted stock units (the “2022 Board Grants”). The 2022 Board Grants vest in four equal installments at the end of each calendar quarter in 2022. As of December 31, 2022, all 95,544 of the restricted stock units vested with a total fair value of approximately $ 300,000 . Effective January 2, 2022, the Board, as approved by its Compensation Committee, ratified grants of RSUs to the Company’s executive officers as part of a long-term incentive (“LTI”) plan, 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 $ 100 million, $ 150 million, $ 200 million and $ 400 million. 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 approved an amendment to the LTI plan, whereby the market capitalization threshold targets were lowered to $ 50 million, $ 100 million, $ 150 million, and $ 300 million. The RSUs granted to each executive employee are as follows: 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 Charles Allen Chief Executive Officer 1/2/2022 694,444 173,611 173,611 173,611 173,611 Michal Handerhan Chief Operations Officer 1/2/2022 444,444 111,111 111,111 111,111 111,111 Michael Prevoznik Chief Financial Officer 1/2/2022 222,224 55,556 55,556 55,556 55,556 Manish Paranjape Chief Technology Officer 2/22/2022 160,184 40,046 40,046 40,046 40,046 1,521,296 380,324 380,324 380,324 380,324 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: 20 % 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 80 % 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. 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. F- 22 BTCS Inc. NOTES TO FINANCIAL STATEMENTS 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 valued to be approximately $ 83,000 and 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. The following weighted-average assumptions were used to estimate the fair value of options granted during the years ended December 31, 2023 and 2022 for the Monte-Carlo simulation: Schedule of Weighted-Average Assumptions Used to Estimate Fair Value Valuation Dates January 1, 2023 (Modification) January 2, 2022 (Original Issuance) Vesting Hurdle Price $ 3.81 - $ 30.52 $ 8.07 - $ 36.99 Term (years) 4.00 5.00 Expected stock price volatility 97.30 % 103.72 % Risk-free rate of interest 4.10 % 1.32 % 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 5 -year period from the grant date until the market-based criteria are achieved. If the market-based criteria are not achieved within the five-year period from the grant date, the RSUs will not vest and shall expire. Vesting Hurdle Price: The vesting hurdle prices are determined by taking the vesting Market Cap criteria divided by the shares outstanding as of the valuation dates. Effective September 30, 2022, Mr. David Garrity resigned as a director of BTCS, Inc. The Board agreed to fully vest Mr. Garrity’s remaining unvested restricted stock units ( 7,962 shares) and pay Mr. Garrity approximately $ 5,600 , which represents the remaining unpaid 2022 director fees as of the date of resignation. On October 1, 2022, the Company granted a total of 7,962 restricted stock units to Melanie Pump, a non-employee director of the Company, which vested on December 31, 2023 with a total fair value of approximately $ 12,000 . On December 9, 2022, upon recommendation of the Compensation Committee, the Board of Directors approved the grant of 25,000 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. The fair value of the RSUs on the grant date was approximately $ 16,000 , each. A summary of the Company’s restricted stock units granted under the 2021 Plan during the years ended December 31, 2023 and 2022 are as follows: Summary of Restricted Stock Number of Restricted Stock Units Weighted Average Grant Date Fair Value Nonvested at December 31, 2022 29,363 $ 5.96 Granted 1,670,569 3.28 Vested ( 109,379 ) 2.29 Nonvested at December 31, 2022 1,590,553 $ 3.34 Granted 50,000 0.63 Vested ( 34,180 ) 3.55 Nonvested at December 31, 2023 1,606,373 $ 3.25 F- 23 BTCS Inc. NOTES TO FINANCIAL STATEMENTS Stock-based Compensation Stock-based compensation expenses are recorded as a part of selling, general and administrative expenses, compensation expenses and cost of revenues. Stock-based compensation expenses for the years ended December 31, 2023 and 2022 were as follows: Schedule of Stock-based Compensation Expense 2023 2022 For the Year Ended December 31, 2023 2022 Employee bonus stock awards $ 675,061 $ 1,152,525 Employee stock option awards 11,726 97,142 Employee restricted stock unit awards 956,526 1,575,475 Non-employee restricted stock awards 195,784 225,207 Stock-based compensation $ 1,839,097 $ 3,050,349 Stock Purchase Warrants The following is a summary of warrant activity for the years ended December 31, 2023 and 2022: Summary of Warrant Activity Number of Warrants Outstanding as of December 31, 2021 962,794 Expiration of warrants ( 50,294 ) Outstanding as of December 31, 2022 912,500 Expiration of warrants ( 200,000 ) Outstanding as of December 31, 2023 712,500 F- 24 BTCS Inc. NOTES TO FINANCIAL STATEMENTS Note 7 – Executive Compensation Employment Agreements Charles W. Allen – Chief Executive Officer and Director On June 22, 2017, we entered into an employment agreement with Charles Allen (the “Allen Employment Agreement”), whereby Mr. Allen agreed to serve as our Chief Executive Officer and Chief Financial Officer for a period of two ( 2 ) years, subject to renewal, in consideration for an annual salary of $ 245,000 . Additionally, under the terms of the Allen Employment Agreement, Mr. Allen shall be eligible for an annual bonus if we meet certain criteria, as established by the Board. Mr. Allen shall be entitled to participate in all benefits plans we provide to our senior executives. We shall reimburse Mr. Allen for all reasonable expenses incurred in the course of his employment. The Company shall pay the Executive $ 500 per month to cover telephone and internet expenses. If the Company does not provide office space to the Executive the Company will pay the Executive an additional $ 500 per month to cover expenses in connection with their office space needs. On February 6, 2019 we amended the Allen Employment Agreement whereby the annual salary was increased to $ 345,000 per year effective January 1, 2019, subject to a 4.5 % annual increase each subsequent year to adjust for inflation. All other terms of the Allen Employment Agreement remained unchanged including the Annual Increase. For the year ended December 31, 2023, Mr. Allen’s annual base salary was $ 411,419 . On June 24, 2022, as a part of its cost-cutting measures, Charles Allen agreed to forfeit $ 25,000 of his annual base salary for 2022. The forfeiture in 2022 does not alter or amend current employment agreements, or any calculations based on those agreements. Michal Handerhan – Chief Operating Officer and Director On June 22, 2017, we entered into an employment agreement with Michal Handerhan (the “Handerhan Employment Agreement”), whereby Mr. Handerhan agreed to serve as our Chief Operating Officer and Secretary for a period of two ( 2 ) years, subject to renewal, in consideration for an annual salary of $ 190,000 . Additionally, under the terms of the Handerhan Employment Agreement, Mr. Handerhan shall be eligible for an annual bonus if we meet certain criteria, as established by the Board. Mr. Handerhan shall be entitled to participate in all benefits plans we provide to our senior executives. We shall reimburse Mr. Handerhan for all reasonable expenses incurred in the course of his employment. The Company shall pay the Executive $ 500 per month to cover telephone and internet expenses. If the Company does not provide office space to the Executive the Company will pay the Executive an additional $ 500 per month to cover expenses in connection with their office space needs. On February 6, 2019 we amended the Handerhan Employment Agreement whereby the annual salary was increased to $ 215,000 per year effective on January 1, 2019, subject to a 4.5 % annual increase each subsequent year to adjust for inflation. All other terms of the Handerhan Employment Agreement remained unchanged, including the Annual Increase. On January 19, 2022, the Board approved a salary increase for Michael Handerhan to $ 275,000 , effective January 1, 2022. For the year ended December 31, 2023 Mr. Handerhan’s annual base salary was $ 287,375 . On June 24, 2022, as a part of its cost-cutting measures, Michal Handerhan agreed to each forfeit $ 25,000 of his annual base salary for 2022. The forfeiture in 2022 does not alter or amend current employment agreements, or any calculations based on those agreements. F- 25 BTCS Inc. NOTES TO FINANCIAL STATEMENTS Michael Prevoznik – Chief Financial Officer On December 1, 2021 we entered into an employment agreement with Michael Prevoznik (the “Prevoznik Employment Agreement”), whereby Mr. Prevoznik agreed to serve as our Chief Financial Officer in consideration for an annual salary of $ 175,000 . Additionally, under the terms of the Prevoznik Employment Agreement, Mr. Prevoznik shall be eligible for an annual bonus if we meet certain criteria, as established by the Board. Mr. Prevoznik shall be entitled to participate in all benefits plans we provide to our senior executives. We shall reimburse Mr. Prevoznik for all reasonable expenses incurred in the course of his employment. The Company shall pay the Executive $ 500 per month to cover telephone and internet expenses. If the Company does not provide office space to the Executive the Company will pay the Executive an additional $ 500 per month to cover expenses in connection with their office space needs. On June 1, 2022, the Board approved a salary increase for Michael Prevoznik to $ 225,000 , effective June 1, 2022. On December 9, 2022, upon recommendation of the Compensation Committee of the Board approved a 4.5 % inflationary increase in Mr. Prevoznik’s annual base salary, effective January 1, 2023. On January 12, 2024, upon recommendation of the Compensation Committee of the Board approved a 4.5 % inflationary increase in Mr. Prevoznik’s annual base salary, effective January 1, 2024. For the year ended December 31, 2023 Mr. Prevoznik’s annual base salary was $ 235,125 . Manish Paranjape – Chief Technology Officer On February 22, 2022 we entered into an employment agreement with Manish Paranjape (the “Paranjape Employment Agreement”), whereby Mr. Paranjape agreed to serve as our Chief Technology Officer in consideration for an annual salary of $ 225,000 . Additionally, under the terms of the Paranjape Employment Agreement, Mr. Paranjape shall be eligible for an annual bonus if we meet certain criteria, as established by the Board. Mr. Paranjape shall be entitled to participate in all benefits plans we provide to our senior executives. We shall reimburse Mr. Paranjape for all reasonable expenses incurred in the course of his employment. The Company shall pay the Executive $ 500 per month to cover telephone and internet expenses. If the Company does not provide office space to the Executive the Company will pay the Executive an additional $ 500 per month to cover expenses in connection with their office space needs. On December 9, 2022, upon recommendation of the Compensation Committee of the Board approved a 4.5 % inflationary increase in Mr. Paranjape’s annual base salary, effective January 1, 2023. On January 12, 2024, upon recommendation of the Compensation Committee of the Board approved a 4.5 % inflationary increase in Mr. Paranjape’s annual base salary, effective January 1, 2024. For the year ended December 31, 2023 Mr. Prevoznik’s annual base salary was $ 235,125 . F- 26 BTCS Inc. NOTES TO FINANCIAL STATEMENTS Termination/Severance Provisions The terms of the Allen Employment Agreement and Handerhan Employment Agreement (collectively the “Employment Agreements”) provide each of Messrs. Allen and Handerhan (the “Executives”) certain, severance and change of control benefits if the Executive resigns from the Company for good reason or the Company terminates him other than for cause. In such circumstances, the Executive would be entitled to a lump sum payment equal to (i) the Executive’s then-current base salary, and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Executive was a participant. In addition, the severance benefit for the Executives the employment agreements include the Company continuing to pay for medical and life insurance coverage for up to one year following termination. If, within eighteen months following a change of control (as defined below), the Executive’s employment is terminated by the Company without cause or he resigns from the Company for good reason, the Executive will receive certain severance compensation. In such circumstances, the cash benefit to the Executive will be a lump sum payment equal to two times (i) his then-current base salary and (ii) his prior year cash bonus and incentive compensation. Upon the occurrence of a change of control, irrespective of whether his employment with the Company terminates, each Executive’s stock options and equity-based awards will immediately vest. A “change of control” for purposes of the Employment Agreements means any of the following: (i) the sale or partial sale of the Company to an un-affiliated person or entity or group of un-affiliated persons or entities pursuant to which such party or parties acquire shares of capital stock of the Company representing at least twenty five ( 25 %) of the fully diluted capital stock (including warrants, convertible notes, and preferred stock on an as converted basis) of the Company; (ii) the sale of the Company to an un-affiliated person or entity or group of such persons or entities pursuant to which such party or parties acquire all or substantially all of the Company’s assets determined on a consolidated basis, or (iii) Incumbent Directors (Mr. Allen and Mr. Handerhan) cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board of the Company. Additionally, pursuant to the terms of the Employment Agreements, we have entered into an indemnification agreement with each executive officer. Clawback Policy On November 17, 2023, our Board adopted a clawback policy in accordance with the rules of the Nasdaq Stock Exchange, to recoup “excess” incentive compensation, if any, earned by current and former executive officers during a three year look back period in the event of a financial restatement due to material noncompliance with any financial reporting requirement under the securities laws (with no fault required) . Bonuses 2022 Bonuses On January 2, 2022, Charles Allen, the Company’s Chief Executive Officer, was awarded 173,611 fully-vested shares of Common Stock and Michal Handerhan, the Company’s Chief Operating Officer, was awarded 111,111 fully-vested shares of Common Stock granted under the 2021 Equity Incentive Plan (the “Plan”) as equity bonuses. On May 12, 2022, the Compensation Committee of the Board of the Company approved a performance based Annual Cash Incentive Plan (“ACIP”) for the Company’s executives for fiscal year 2022 whereby if an executive meets their performance milestones, the executive will receive a bonus in amount up to 48 % to 107 % of the applicable executive’s base salary. F- 27 BTCS Inc. NOTES TO FINANCIAL STATEMENTS On December 9, 2022, upon recommendation of the Compensation Committee, the Board approved an annual performance payout in the aggregate amount of $ 278,498 , to be paid in stock and cash in the closing price of the Company’s common stock on January 1, 2023 as follows: Schedule of Annual Performance Layout For the Year Ended December 31, 2022 Charles Allen - CEO 104,987 Michal Handerhan - COO 82,500 Michael Prevoznik - CFO 45,000 Manish Paranjape - CTO 46,011 Total Performance Bonuses Earned 278,498 2023 Bonuses On May 11, 2023, the Compensation Committee of the Board of the Company approved a performance based Annual Cash Incentive Plan (“ACIP”) for the Company’s executives for fiscal year 2023 whereby if an executive meets their performance milestones, the executive will receive a bonus in amount up to 64 % to 128 % of the applicable executive’s base salary. On December 29, 2023, upon recommendation of the Compensation Committee, the Board approved an annual performance payout in the aggregate amount of $ 705,061 , to be paid in stock and cash in the closing price of the Company’s common stock on January 1, 2023 as follows: For the Year Ended December 31, 2023 Charles Allen - CEO 354,849 Michal Handerhan - COO 151,164 Michael Prevoznik - CFO 101,399 Manish Paranjape - CTO 97,649 Total Performance Bonuses Earned 705,061 F- 28 BTCS Inc. NOTES TO FINANCIAL STATEMENTS Note 8 – Accrued Expenses As of December 31, 2023 and 2022, the Company had accrued expenses consisting of the following: Schedule of Accrued Expenses December 31, 2023 December 31, 2022 Accrued compensation $ 712,092 $ 295,935 Accounts payable and accrued expenses 55,058 76,727 Accrued Expenses $ 767,150 $ 372,662 Accrued compensation and related expenses include approximately $ 710,000 and $ 284,000 related to performance bonus accruals as of December 31, 2023 and 2022, respectively. Note 9 – Employee Benefit Plans 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 100 % of employee contributions. For the years ended December 31, 2023 and 2022, the Company made contributions to the 401(k) Plan of $ 95,000 and $ 45,000 , respectively. Note 10 – 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 $ 138,677,000 at December 31, 2023, and net cash used in operating activities of approximately $ 3,562,000 for the reporting period then ended. The Company is implementing its business plan and generating revenue; however, the Company’s cash position and liquid crypto assets are sufficient to support its daily operations over the next twelve months. The Company has sustained recurring losses and negative cash flows from operations. Over the past year, the Company’s growth has been funded through the sale of common stock equity. As of December 31, 2023, the Company had approximately $ 1,458,000 of unrestricted cash. However, historically the Company has experienced and may continue to experience negative operating margins and negative cash flows from operations, as well as an ongoing requirement for additional capital investment. The Company expects that it will need to raise additional capital to accomplish its business plan over the next several years. The Company expects to seek additional funding through debt or equity financing. There can be no assurance as to the availability or terms upon which such financing and capital might be available. F- 29 BTCS Inc. NOTES TO FINANCIAL STATEMENTS Note 11 - Income Taxes The Company had no income tax expense due to operating loss incurred for the years ended December 31, 2023 and 2022. The tax effects of temporary differences and tax loss and credit carry forwards that give rise to significant portions of deferred tax assets and liabilities at December 31, 2023 and 2022 are comprised of the following: Schedule of Deferred Tax Assets and Liabilities 2023 2022 As of December 31, 2023 2022 Deferred tax assets: Federal net-operating loss carryforward $ 3,488,995 $ 2,776,943 State net-operating loss carryforward 592,038 360,818 Other (non-qualified stock options) 15,997 225,794 Total deferred tax assets 4,097,030 3,363,555 Deferred tax liabilities: Unrealized gains on crypto assets 715,899 - Total deferred tax liabilities 715,899 - Valuation allowance ( 3,381,131 ) ( 3,363,555 ) Deferred tax assets, net $ - $ - At December 31, 2023, the Company had net operating loss (“NOL”) carry forwards for federal and state tax purposes of approximately $ 25,753,000 which begins to expire in 2034 . The 20-year carryforward period has been replaced with an indefinite carryforward period for these NOLs generated in tax years beginning after December 31, 2017 and future years . Accordingly, the amount of Federal NOLs that were generated in the tax year December 31, 2014 in the amount of $ 1,290,156 will expire after December 31, 2034 . The amount of NOLs that were generated in the tax year December 31, 2015 in the amount of $ 1,545,343 will expire after December 31, 2035 . The amount of NOLs that were generated in the tax year December 31, 2016 in the amount of $ 794,762 will expire after December 31, 2036 . The amount of NOLs that were generated in the tax year December 31, 2017 in the amount of $ 1,084,564 will expire after December 31, 2037 . The NOLs generated in the tax years December 31, 2018 in the amounts of $ 11,899,437 and onwards will have an indefinite life per current U.S. federal income tax legislation. Prior to the February 5, 2014 merger, the Company had generated net operating losses, which the Company’s preliminary analysis indicates would be subject to significant limitations pursuant to Internal Revenue Code Section 382. The Company has not completed its IRC Section 382 Valuation, as required and the NOL’s because of potential Change of Ownerships might be completely worthless. As of December 31, 2023, the Company had a deferred tax liability related to the unrealized gains on its crypto assets amounting to $ 715,899 . The final tax impact could significantly differ from current estimates due to future market fluctuations and changes in tax laws. Therefore, Management of the Company has recorded a Full Valuation Reserve, since it is more likely than not that no benefit will be realized for the Deferred Tax Assets. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. In case the deferred tax assets will not be realized in future periods, the Company has provided a valuation allowance for the full amount of the deferred tax assets at December 31, 2023 and 2022. The valuation allowance increased by approximately $ 18,000 as of December 31, 2023. The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follows: Schedule of Income Tax Rate 2023 2022 For the years ended December 31, 2023 2022 Statutory Federal Income Tax Rate ( 21.0 )% ( 21.0 )% State Taxes, Net of Federal Tax Benefit ( 6.48 )% ( 6.72 )% Federal tax rate change 0.0 % 0.0 % Other 27.48 % 27.72 % Change in Valuation Allowance ( 0.0 )% ( 0.0 )% Income Taxes Provision (Benefit) - % - % The Company has not identified any uncertain tax positions requiring a reserve as of December 31, 2023 and 2022. F- 30 BTCS Inc. NOTES TO FINANCIAL STATEMENTS Note 12 - 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. On December 29, 2023, upon recommendation of the Compensation Committee, the Board of BTCS Inc. approved the grant of 50,000 RSUs to each of its executive officers (Mr. Allen, Mr. Handerhan, Mr. Prevoznik and Mr. Paranjape), effective January 1, 2024. The RSUs granted vest annually over a 5-year period (10,000 per year) with the first vesting date of December 31, 2024 and each subsequent vesting on the one-year anniversary of the first vesting date, subject to continued employment on each applicable vesting date . On January 12, 2024, Messrs. Allen and Handerhan both informed the Compensation Committee, that for personal reasons, they each do not accept, and forfeit, the 50,000 restricted stock units granted to them each by the Company effective January 1, 2024. Subsequently, effective January 12, 2024, approved the grant of 50,000 additional RSUs to Mr. Prevoznik and Mr. Paranjape, each, which vest annually over a 5-year period (10,000 per year) with the first vesting date of December 31, 2024 and each subsequent vesting on the one-year anniversary of the first vesting date, subject to continued employment on each applicable vesting date . F- 31