BTCS Inc. 10-K

ITEM 1. BUSINESS BTCS Inc. (“BTCS” or the “Company”) is a Nasdaq-listed blockchain technology company focused on advancing blockchain infrastructure. Since 2014, BTCS has established itself as one of the only publicly traded U.S. companies with a primary emphasis on proof-of-stake (“PoS”) and delegated proof-of-stake (“dPoS”) blockchain networks. The Company’s goal is to drive scalable revenue by leveraging its robust blockchain infrastructure to develop innovative business lines that complement and enhance its core operations. BTCS’s primary activities include Ethereum block-building (“Builder+”) and validator node operations (“NodeOps”) across PoS and dPoS networks. The Company generates native token rewards by staking the Company’s crypto assets (also referred to “cryptocurrencies”, “crypto”, “digital assets”, or “tokens”) to validator nodes (“nodes”) operated by BTCS and other third-parties. By leveraging our blockchain infrastructure, we aim to drive scalable revenue growth and strengthen our leadership in the blockchain ecosystem. OUR BUSINESS Blockchain Infrastructure BTCS’s blockchain infrastructure operations underpin its participation in blockchain network consensus mechanisms and security. The Company operates a network of cloud-based validator nodes that perform essential roles in PoS and dPoS blockchain ecosystems. Validator nodes validate transactions (“attestation”) and propose new blocks for inclusion in the blockchain (“block proposal”). In return, BTCS earns native token rewards through these activities. These rewards are generated by staking (or “delegating”) BTCS’s own crypto assets and from supporting third-party delegations to BTCS nodes. BTCS’s infrastructure currently supports a diverse range of PoS and dPoS blockchains, including Ethereum, Cosmos, Kava, Akash, Avalanche, and others as of December 31, 2024. The flexibility of BTCS’s validator operations positions the Company to adapt to emerging opportunities within the blockchain sector. We primarily earn crypto assets through the operation of our non-custodial validator nodes, with the intention of enhancing our production of crypto assets in various blockchain networks. While we have no formal policy, our primary objective is to hold and re-stake these earned crypto assets for network security and additional production opportunities, we may, on occasion, sell a portion for cash to meet operational needs. Our primary cryptocurrency exchange is Kraken; however, we also have basic accounts with multiple alternative cryptocurrency exchanges and OTC desks. As of the filing date, we have no exclusive agreements with any cryptocurrency exchanges, nor do we maintain margin or other type accounts that could create additional liability for the Company. Our approach to our crypto asset holdings remains adaptable to evolving market conditions and operational requirements. Details of the Company’s crypto asset held can be found under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 3 Ethereum Block Building – Builder+ BTCS’s Ethereum block-building operations, launched under the Builder+ brand in 2024, represent a core pillar of the Company’s blockchain infrastructure strategy. Block-building is a critical function within Ethereum’s proof-of-stake ecosystem, where Builders create and submit blocks to Validators for proposal, validation, and inclusion in the blockchain. A Builder selects and organizes transactions from Ethereum’s transaction pool, known as the mempool, strategically assembling blocks to maximize the value of included transactions. Builders compete to purchase block space and have their blocks selected by Validators, who propose them to the network for consensus, resulting in the block’s verification and addition to the blockchain. Builder+ optimizes this process by leveraging advanced algorithms to construct high-value blocks. By analyzing the mempool, Builder+ identifies transactions with the highest gas fees and assembles them into blocks designed to maximize gross gas fee revenue. Builder+’s logic also aims to minimize the costs to acquire block space (“Validator Payments”) required to secure block inclusion, ensuring an efficient and scalable approach. This has positioned Builder+ as a significant driver of BTCS’s growth, enabling the Company to capture value from Ethereum’s transaction fee market. While Builder+ currently operates exclusively on Ethereum, it has been designed to expand to other blockchain networks, aligning with BTCS’s long-term strategy of diversification. By combining cutting-edge technology with its blockchain infrastructure expertise, BTCS seeks to capture an increasing share of the Ethereum Builder market. The platform’s 2024 performance demonstrated its potential as a scalable revenue driver, and BTCS believes Builder+ will play a key role in its future growth. Staking-as-a-Service - NodeOps Through BTCS’s blockchain infrastructure operations, we validate transactions on behalf of those who delegate their crypto holdings (or “stake”) to BTCS-operated validator nodes (referred to as “Staking as a Service” or “StaaS”) on dPoS blockchains. Delegation is a non-custodial process that allows token holders (“Delegators”) to maintain control of their private keys and revoke their delegation at any time (subject to the rules of a particular blockchain). There is no transfer of ownership, often referred to as “private keys”, of any Delegator’s crypto assets as part of the Delegation process. Delegation provides a method for token holders to designate to a validator node operator the ministerial task of running a validator node while still participating in the network consensus mechanism and earning rewards. StaaS providers are operators of computer infrastructure and validation software that allow them and their Delegators to stake certain native crypto assets utilizing a dPoS consensus protocol. dPoS protocols provide for the validation of transactions on the related network as well as a “sybil resistance” mechanism to help secure the network. The nodes comprising a blockchain network use a protocol (or set of rules) to reach an agreement as to whether a given transaction proposed by a user of the network is valid under the rules of the protocol and should be added to the ledger (such agreement being referred to as “consensus”). Protocols typically group transactions into blocks that can only be added to the common ledger when validated by a sufficient percentage of a dispersed network of unrelated computers or servers called “nodes” in the network. A complete record (or “blockchain”) is maintained on the ledger by adding these groups (or “blocks”) of transactions to the chain, and the nodes constantly automatically monitor the blocks to ensure record accuracy. dPoS networks rely on validators who own native crypto assets and operate nodes for the network to confirm the validity of the transactions comprising each block to be added to the network ledger. The dPoS protocol software run by the relevant network nodes generally determines the validator node for each block at random, though each blockchain may have differing selection criteria. To be eligible to validate transactions and to write new blocks to the chain, validators are required to “stake” the relevant native crypto assets whereby validators commit value (in the form of the native crypto asset) to the underlying network and lock their native crypto assets, preventing them from otherwise transacting with those native crypto assets while they are staked. The dPoS mechanism is a sybil-resistance tool (fights against attacks on nodes) that incentivizes validators to confirm transactions that conform to the rules of the protocol at the risk of losing their staked crypto assets (“slashing”). Validators utilizing their native crypto assets to participate in dPoS protocols secure the relevant network and receive staking rewards for doing so. As a non-custodial Validator operator and StaaS provider, BTCS charges a validator node fee (“Validator Fee”), which is calculated as a percentage 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. This fee is broadcast by the Validator to the network and publicly available. Both the crypto reward paid to the Delegator and the crypto fee paid to the Validator are distributed by the blockchain network. These Validator Fees in the dPoS network encourage validators to participate in the network and thereby help to secure and decentralize the network. A StaaS provider maintains a ministerial role in validating transactions on a given dPoS network on behalf of its Delegators by: (1) arranging transactions using open-source software to stake the relevant crypto assets; (2) monitoring the nodes it is operating to ensure the computers remain online to validate transactions; and (3) verifying transactions on the network when required. As a StaaS provider, BTCS does not take custody of or pool Delegator crypto assets or Delegator crypto rewards (i.e. BTCS does not take possession of users’ private keys or cryptocurrency assets) at any time during the delegation process. The rewards earned on delegated crypto assets are sent directly to Delegators by the respective blockchain network and are never in BTCS’s possession. Therefore, BTCS does not obtain custody or facilitate transfers of any third-party crypto assets in its role as a Validator or StaaS provider. 4 ChainQ BTCS has developed ChainQ, an AI-powered blockchain data and analytics platform designed to increase transparency and accessibility in the blockchain ecosystem. Currently in beta, ChainQ indexes public blockchain data from BTCS’s operations, providing an intuitive platform for users to explore and analyze on-chain activity. StakeSeeker Discontinuation As of December 27, 2024, BTCS discontinued its StakeSeeker platform to focus its resources on Builder+ and validator node operations. Custody and Key Storage BTCS prioritizes the secure custody of its crypto assets. The Company primarily stores its assets in cold wallets, which are offline and encrypted, ensuring maximum protection against potential breaches. BTCS aims to maintain less than 0.1% of its crypto assets on crypto exchanges at any given time, except during necessary transfers between wallets and exchanges to support purchase or sale activities. Occasionally, we may use hot wallets or move crypto assets to exchanges for operational or transactional requirements. Additionally, we regularly transfer crypto assets to more secure cold wallets when appropriate. As of December 31, 2024, 98% of BTCS’s crypto assets were held in cold storage wallets and the remaining crypto assets were held in other storage wallets, including hot wallets. The Company currently does not maintain any insurance policies that provide coverage for potential losses of crypto assets in cases of theft, lost keys, or any other events that might lead to the loss of private keys or crypto assets held within our secure digital wallets. Our cold wallet private keys are protected through multiple redundant security measures, industry-standard key sharding protocols, encryption, and geographically distributed offline encrypted key storage in secured facilities and restricted access protocols. We believe this multi-layered approach ensures the utmost security for our crypto assets. Our approach of prioritizing the self-custody of our crypto assets minimizes exposure to risks associated with centralized platforms and third-party failures. 5 INDUSTRY AND MARKET OVERVIEW (CRYPTO ASSET AND BLOCKCHAIN TECHNOLOGIES) Blockchain and Cryptocurrencies Blockchain technology is a decentralized, encrypted ledger system designed to securely store and verify data without the need for intermediaries. It has been widely adopted across industries due to its ability to enhance transparency, security, and efficiency in processes that traditionally relied on centralized systems. Blockchain technology underpins crypto assets, a class of digital assets that includes cryptocurrencies, which can function as a medium of exchange, store of value, or unit of account, as well as enable non-financial applications such as smart contracts, tokenized assets, and decentralized applications (dApps). The global adoption of blockchain technology has grown significantly in recent years, fueled by advancements in infrastructure, increasing institutional interest, and the development of next-generation use cases. Beyond cryptocurrencies, blockchain technology is being explored in sectors such as finance, healthcare, supply chain, governance, and digital identity management. These innovations have the potential to transform traditional industries, offering efficiencies and capabilities not achievable with legacy systems. Cryptocurrencies and Proof-of-Stake Ecosystems Cryptocurrencies operate on blockchain networks using cryptographic protocols to secure transactions and manage decentralized ledgers. These networks rely on nodes, which are computers participating in the network, to validate and record transactions. A distinguishing feature of cryptocurrencies is their ability to enable secure peer-to-peer transactions without requiring a trusted intermediary, such as a financial institution or government. Unlike proof-of-work (“PoW”) networks, which require significant energy resources to validate transactions, PoS) and dPoS networks utilize an efficient consensus mechanism that relies on validators staking their crypto assets to secure the network. Validators, such as those operated by BTCS, play a critical role in maintaining the integrity of these networks by validating transactions and proposing new blocks for inclusion in the blockchain. PoS ecosystems have gained substantial traction due to their energy efficiency, scalability, and ability to support diverse applications, including decentralized finance (DeFi), non-fungible tokens (NFTs), and other blockchain-based innovations. Ethereum’s transition to PoS in 2022 further solidified its position as a leading blockchain for smart contracts and decentralized applications. This evolution has also driven the development of new roles within the ecosystem, such as Builders, who optimize and propose blocks for on-chain validation, creating new opportunities for revenue generation. Advantages and Risks of Crypto Assets Crypto assets offer numerous advantages over traditional fiat currencies and legacy systems, including: ● Fraud deterrence, as digital assets cannot be counterfeited or arbitrarily reversed by a sender. ● Immediate settlement of transactions without intermediaries. ● Lower transaction fees and reduced counterparty risk. ● Enhanced security through cryptographic protocols, preventing double spending and identity theft. ● Accessibility to anyone with internet access, fostering financial inclusion. ● Decentralized governance, removing reliance on central authorities. However, these advantages come with unique risks and challenges. The sector remains highly volatile, with market prices subject to significant fluctuations. Regulatory uncertainty, evolving legal frameworks, and the nascent stage of the technology introduce risks to businesses operating within this environment. Additionally, scalability and interoperability remain critical areas for improvement to meet growing demand. Current State of the Blockchain Industry and Market Outlook As of the end of 2024, the blockchain and cryptocurrency industry continued to mature, with increased institutional participation, technological advancements, and regulatory scrutiny shaping its trajectory. The adoption of PoS networks has accelerated, driven by the demand for sustainable and scalable blockchain infrastructure. Innovations such as Ethereum’s ecosystem of Builders, Relays, and Validators have created new opportunities for value creation, aligning with BTCS’s core operations. In the future, the industry is expected to see continued integration of blockchain technology across traditional industries, advancements in Layer 2 scaling solutions, and broader adoption of decentralized finance and tokenized assets. Layer 2 solutions are designed to improve the efficiency of blockchain networks by processing transactions off the main blockchain (Layer 1) while still benefiting from its security. This helps reduce congestion and lower transaction costs, making blockchain applications more scalable. BTCS is strategically positioned to benefit from these trends through its focus on blockchain infrastructure, especially regarding Ethereum block-building and validator node operations, ensuring its ability to capitalize on the evolving market landscape. Business Profile and Risks Operating within the blockchain and crypto asset industry exposes BTCS to unique risks and challenges associated with an emerging and rapidly evolving sector. The prices of crypto assets have experienced significant volatility, often driven by speculative activity, evolving technology, and shifting regulatory landscapes. This volatility may reflect “bubble-like” dynamics, where prices are influenced by rapidly changing investor sentiment, media coverage, or manipulation, rather than fundamental factors. Additionally, the blockchain and crypto asset sector operates within an environment of regulatory uncertainty, with potential changes in laws or enforcement actions posing risks to businesses across the ecosystem. Fraudulent actors, technological vulnerabilities, and scalability limitations further contribute to the inherent risks of this untested strategic direction. BTCS acknowledges these risks and remains committed to mitigating them through disciplined operational practices, robust technology infrastructure, and proactive engagement with emerging regulatory frameworks. Despite these challenges, the Company believes that its focus on blockchain infrastructure, including Ethereum block-building and validator node operations, positions it to capitalize on the transformative potential of blockchain technology while navigating the associated risks. 6 Government Oversight Blockchain networks are a relatively new technological innovation and the regulatory schemes to which crypto assets and their blockchain networks are or may be subject, including both the interpretation and applicability of existing laws and regulations and the potential establishment of new laws and regulations, have not been fully explored or developed. President Trump’s administration’s approach to the regulatory environment for cryptocurrency and blockchain is expected to usher in significant changes, characterized by a more favorable stance towards these emerging technologies. With the appointment of a crypto-friendly chairman at the SEC and the establishment of a dedicated AI and Crypto Czar, the administration has indicated a commitment to fostering innovation and reducing regulatory burdens. This shift may lead to a reconsideration of existing regulations and potentially introduce new frameworks that support the growth of blockchain networks and crypto assets. However, while these changes are promising, the exact nature and extent of the regulatory adjustments remain uncertain, necessitating ongoing vigilance and adaptation by industry participants to comply with evolving legal requirements. Throughout 2024 and early 2025, then Chairman Gensler maintained an aggressive regulatory stance toward cryptocurrency businesses, continuing his position that most cryptocurrency entrepreneurs operate outside regulatory compliance. Prior to President Trump taking office, actions taken by the SEC, including enforcement actions brought against crypto asset companies with a focus on custodial staking, demonstrate the SEC’s position that many, if not most, crypto assets may be securities and therefore reflect the reality that we could face increased government regulation and oversight as our industry and government treatment of the crypto assets on which our operations are based continue to evolve. The SEC Enforcement Division has taken action against crypto asset focused enterprises, and if the interpretations of federal securities laws are further expanded to apply to the Company, it would adversely affect the Company’s future acquisition of crypto assets by limiting the amount of crypto asset securities (“Digital Securities”) it may acquire, potentially limiting or precluding the use of its blockchain infrastructure and other operations, and creating increased compliance and legal costs. We continue to monitor legislative matters related to our industry. Because of the foregoing or other regulatory developments, in the future, before we acquire or transact in crypto assets, we may be required to examine how they were originally offered to determine if they were offered as an investment contract or other type of security. Because of legal uncertainties, careful examination of the results of our compliance review will be required by experienced securities counsel, and we cannot guarantee that such review will conclusively determine the proper classification of any particular crypto asset. Because we must stay under the requirement under Investment Company Act of 1940 (the “1940 Act”) that no more than 40% of our assets (excluding cash items) constitute investment securities to avoid being deemed an investment company, we will limit the amount of Digital Securities we acquire. The Company may acquire additional crypto assets and continues to develop and expand upon its Builder+ operations and ChainQ platform to enable it to offer a wider range of functions and availability for use with a greater variety of crypto assets. The Company currently owns and plans to expand its crypto asset holdings, both through staking its existing crypto asset holdings on PoS blockchain networks and potentially through other means. To avoid being inadvertently classified as an investment company under the 1940 Act, we actively focus, in consultation with legal counsel, on ensuring that our ownership of assets that are not considered securities under the 1940 Act always exceed 60% of our total assets, excluding cash items. As a matter of practice, the Company typically targets maintaining in excess of 60% of the Company’s total assets (excluding cash and government securities) in Ethereum, though this target may be adjusted based on market conditions and regulatory developments. Therefore, to the extent the SEC identified all other crypto assets held by the Company excluding Ethereum as securities, the Company would still not meet the definition of an “investment company” under Section 3(a)(1)(C) of the 1940 Act. By doing so, we can avoid being subject to the regulatory requirements and oversight that apply to investment companies. 7 The Company has conducted a detailed legal analysis which has led us to determine that certain crypto assets that are identified as securities by the SEC should not materially impact our business, financial condition, and results of operations, though this determination is subject to change based on evolving regulatory guidance and enforcement actions. Provided, however, if over 40% of our assets are considered securities, excluding cash, we may be considered a 1940 Act company (see Risk Factors on page 14 herein). Further, the aforementioned assessments are risk-based judgments and not a legal standard or determination binding on any regulatory body or court. To the extent a regulatory body or court finds that our conclusions are incorrect, we may seek to cease certain of our operations. Any such action may adversely affect an investment in us. In addition to the securities laws and investment company considerations, as our business model and operations continue to evolve, including, Builder+, and ChainQ, we are subject to and must comply with an expanding framework of laws and regulations, including comprehensive data privacy laws (such as the American Data Privacy Protection Act, as amended), enhanced cybersecurity requirements, consumer protection standards, and evolving financial services regulations. For example, to the extent we collect, analyze, distribute, or otherwise use data concerning individuals or entities and their holdings and transactions, we are subject to various data privacy and security laws and regulations in the United States and other jurisdictions, including but not limited to the American Data Privacy Protection Act, state privacy laws, and international regulations such as GDPR, which impose specific requirements on the handling of personal data. In general, these laws require disclosure and preventative measures designed to protect users from unauthorized access or disclosure of their personal information, and impose fines and sanctions for failure to comply with their requirements. On the other hand, because transactions in crypto assets often provide a reasonable degree of anonymity, they are susceptible to misuse for criminal activities, such as money laundering. This misuse, or the perception of such misuse (even if untrue), could lead to greater regulatory oversight of crypto platforms and operations such as ours, and there is the possibility that regulators could close crypto platforms or other crypto asset-related technology and infrastructure with little or no notice or opportunity for challenge, and prevent users of custodial platforms from accessing or retrieving crypto assets held on or connected to such platforms or infrastructure. For example, lawmakers and regulators have in recent years expressed views that government oversight is needed, including with a view to curtailing the use of crypto asset use for malign and illegal activities. The regulatory landscape for crypto assets continues to evolve rapidly across different jurisdictions, and we may become subject to new laws and regulations that could materially affect our business operations, compliance obligations, and financial performance. For a comprehensive discussion of the risks that existing and future regulations pose to our business, including specific regulatory developments that may materially affect our operations, see Risk Factors beginning on page 14 of this Annual Report. 8 COMPETITION BTCS operates in a highly competitive and rapidly evolving industry, facing challenges from various companies and sectors, each leveraging different strengths to compete in blockchain infrastructure, data analytics, and staking services. The competitive landscape is broad and includes the following key areas: ● Exchange-Based Companies: Cryptocurrency exchanges offering both custodial and non-custodial staking solutions, as well as blockchain infrastructure and data analytics services, present significant competition. Exchanges often benefit from extensive customer bases, allowing them to integrate staking services seamlessly and expand into blockchain infrastructure operations. Their substantial financial and technical resources further enable them to enhance existing offerings and enter new markets. ● Crypto Asset-Focused Companies and Node Operators: Companies specializing in crypto asset staking and validator node operations directly compete with BTCS’s non-custodial staking services. Key competitors in this space include Blockdaemon, Allnodes, Kiln, Everstake, Figment, P2P, Foundry, Stakin, and Stakefish. These competitors typically operate at scale and leverage established networks to attract Delegators and strengthen their market position. ● Ethereum Block Builders and Relay Providers: The Ethereum block-building ecosystem is highly competitive, with Builders and relay providers vying for market share. Builder+ faces competition from established Builders such as Beaverbuild, Titan Builder, Rsync, Flashbots, and others. These competitors may possess more extensive infrastructure, data access, and operational efficiencies, providing them with an advantage in the race to optimize block construction. ● Analytic Services Providers: Companies offering crypto asset portfolio management and on-chain analytics, such as CoinTracker, Koinly, CoinLedger, and Rotki, compete with analytics platforms like ChainQ. These competitors often focus on ease of use and advanced data aggregation, appealing to a wide range of users. ● On-Chain Blockchain Data Providers: Companies like Chainalysis and Elliptic provide accessible on-chain data and insights for crypto assets, directly competing in the space of blockchain analytics and data services. Their established brand recognition and user-friendly tools position them as strong rivals. ● Traditional Financial Service and Data Analytics Firms: Established financial institutions and data analytics firms serving traditional markets pose a potential threat as they expand into crypto asset custody, staking, and analytics. Leveraging extensive resources, market presence, and expertise, these firms could quickly develop competitive offerings in the blockchain space. ● New Entrants and Industry Consolidation: The potential for new entrants, as well as consolidation through mergers and alliances, presents ongoing competitive challenges. Consolidation can strengthen the positions of existing competitors by pooling resources and broadening capabilities. Many of BTCS’s current and potential competitors benefit from significant advantages, including greater financial resources, longer operational histories, larger teams, established brand recognition, and broader user bases. These competitors are also often privately held, enabling them to operate without the regulatory and reporting burdens associated with being a publicly traded company. This allows them to deploy resources more flexibly and develop solutions more rapidly than BTCS. Despite these challenges, BTCS’s strategic focus on Ethereum block-building and blockchain infrastructure provides opportunities to differentiate its offerings. By leveraging its expertise in proof-of-stake ecosystems, innovative Builder+ operations, and a non-custodial staking model, BTCS aims to navigate the competitive landscape and capture value in the rapidly growing blockchain industry. 9 ASSETS The Company’s primary assets consist of its crypto assets and cash as well as its human capital and intellectual property noted below. INTELLECTUAL PROPERTY AND TRADE SECRETS BTCS relies on proprietary technology and intellectual property, which are critical to its blockchain infrastructure operations and strategic initiatives. These include the development efforts and operation of validator nodes, block builders through Builder+, and ChainQ, as well as the Company’s proprietary tools and systems that enable efficient and secure operations. The Company protects its intellectual property and trade secrets through a combination of trademark, domain name, and trade secret laws, alongside confidentiality and licensing agreements with employees, contractors, consultants, and other third parties. These measures safeguard BTCS’s proprietary technology, internal processes, and brand equity, enabling the Company to maintain its competitive edge in blockchain infrastructure and Ethereum block-building. HUMAN CAPITAL / EMPLOYEES As of December 31, 2024, we had seven employees, all of whom work full-time, none of which are covered by a collective bargaining agreement. We engage third-party contractors and consultants on an as-needed basis. We are a remote-first Company. We believe that allowing our employees to work in the location that best suits them provides us access to a larger talent pool and a sustained advantage in hiring and retaining employees and consultants in the United States and worldwide. Human capital management is critical to our ongoing business success, which requires investing in our people. Our aim is to create a highly engaged and motivated workforce where employees are inspired by leadership, engaged in purpose-driven, meaningful work, and have opportunities for growth and development. We are committed to creating and maintaining a work environment in which employees are treated with respect and dignity. We value our diverse employees, and provide career and professional development opportunities that foster the success of our Company. We are committed to the principles of equal employment and complying with all federal, state, and local laws providing equal employment opportunities, and all other employment laws and regulations. It is our intent to maintain a work environment that is free of harassment, discrimination, or retaliation because of age, race, color, national origin, ancestry, religion, sex, sexual orientation (including transgender status, gender identity or expression), pregnancy (including childbirth, lactation, and related medical conditions), physical or mental disability, genetic information (including testing and characteristics), veteran status, uniformed servicemember status, or any other status protected by federal, state, or local laws. We are dedicated to the fulfillment of this policy in regard to all aspects of employment, including but not limited to recruiting, hiring, placement, transfer, training, promotion, rates of pay, and other compensation, termination, and all other terms, conditions, and privileges of employment. Our Compensation Committee is also actively involved in reviewing and approving executive compensation, and succession plans so that we have leadership in place with the requisite skills and experience to deliver results the right way. We offer fair, competitive compensation and benefits appropriate for a company of our size that supports our employees. While we do not offer health benefits, we do offer 401(k) plans with 100% matching of employees’ contributions subject to IRS limitations. 10 GROWTH STRATEGY BTCS aims to grow revenue and margins by scaling Ethereum block-building under Builder+ and expanding NodeOps. This strategy focuses on three key objectives: (1) enhancing its technology stack, (2) increasing Builder+ order flow, and (3) gaining more control over block space. These initiatives are essential for strengthening BTCS’s position in blockchain infrastructure and ensuring long-term success. Enhancing the Technology Stack to Match or Surpass Competitors As competition intensifies in block-building and validator operations, BTCS is prioritizing continuous improvements to its technology stack to optimize efficiency, scalability, and execution. Enhancing Builder+ requires refining block optimization algorithms, strengthening infrastructure resilience, and improving transaction execution speed to compete with leading Builders. Similarly, BTCS is investing in validator performance optimization within its NodeOps operations to maximize staking efficiency and network participation. By staying at the forefront of technological advancements, BTCS aims to improve margins and maintain a competitive edge in an evolving industry. Boosting Order Flow to Builder+ Builder+ operates within a highly competitive environment where access to order flow directly impacts revenue generation and margins. BTCS is focused on expanding its role in Ethereum’s transaction cycle by actively pursuing strategic partnerships, network integrations, and ecosystem participation that increase order flow to Builder+. By increasing the number of transactions processed, BTCS aims to enhance its ability to optimize block construction, capture more MEV opportunities, and improve overall Builder+ profitability. Increasing Control Over Block Space A crucial aspect of BTCS’s strategy is expanding its influence over block space. Greater control over block production enables the Company to better optimize gas fee revenue, manage Validator Payments, and refine transaction selection strategies. BTCS plans to scale Builder+ block production, develop strategies to strengthen its position in the block-building ecosystem, and further integrate into the broader blockchain infrastructure. These efforts are designed to increase revenue and improve revenue predictability, transaction efficiency, and long-term sustainability. BTCS is committed to executing these strategic initiatives in 2025 and beyond, positioning itself as a leader in blockchain infrastructure by leveraging its Builder+ operations, validator expertise, and continuous technological innovation. 11 CAPITALIZATION The following table details the Company’s capitalization as of March 17, 2025. Class of Security Shares of Common Stock as Converted Common Stock Issued and Outstanding 20,087,981 Restricted Common Stock (Not Vested) (1) 1,299,801 Options to Purchase Common Stock (weighted average exercise price of $2.22) 2,729,568 Warrants to Purchase Common Stock (weighted average exercise price of $11.50) 712,500 Total Common Shares Diluted 23,530,049 Series V Preferred Stock (non-convertible) 14,934,937 Restricted Series V Preferred Stock (non-convertible) (2) 1,069,801 (1) As of March 17, 2025, a total of 1,170,834 shares of restricted common stock remain subject to forfeiture, contingent upon the achievement of specified market capitalization thresholds within the applicable performance measurement period. Of these, 316,668 shares are also subject to time-based vesting conditions, requiring continued service over the vesting period. Additionally, 128,967 shares are subject to time-based vesting conditions, requiring continued service over the vesting period. If these conditions are not satisfied, the applicable restricted shares will be forfeited and returned to the Company. (2) As of March 17, 2025, a total of 1,020,834 shares of restricted Series V preferred stock remain subject to forfeiture, contingent upon the achievement of specified market capitalization thresholds within the applicable performance measurement period. Of these, 166,668 shares are also subject to time-based vesting conditions, requiring continued service over the vesting period. Additionally, 48,967 shares are subject to time-based vesting conditions, requiring continued service over the vesting period. If these conditions are not satisfied, the applicable restricted shares will be forfeited and returned to the Company. 12 Cautionary Note Regarding Forward Looking Statements This report contains forward-looking statements, including our liquidity, potential for Builder+ to drive revenue growth, our belief that our blockchain infrastructure efforts will form the core growth for our business, including but not limited to Builder+, and ChainQ, plans to expand our PoS operations, growth opportunities for the Company, our belief regarding blockchain, expected increase in our revenues and gross margins and future business plans. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “may,” “potential,” “continues,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements are contained in the Risk Factors below. Any forward-looking statement made by us speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. 13 ITEM 1A. RISK FACTORS Not applicable to smaller reporting companies. However, our principal risk factors are described under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”