What changed in this filing

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Item 5. Other Information

2025-11-13 compared with 2025-08-13 · 87 added, 60 removed, 9 unchanged (94% of the section changed)

5 Other Information

Transition of Roles for the Company’s

Chief Operating Officer

On August 13, 2025, Michal

Handerhan, the Company’s Chief Operating Officer and a member of the Board, transitioned from his position as Chief Operating Officer

to the role of Operations Specialist, effective August 13, 2025.

Handerhan and the Company have mutually agreed to terminate his employment

agreement and RSU agreements, and Mr.

Handerhan’s annual cash compensation will remain at $300,000 through June 30, 2026.

The transition is part of the Company’s realignment in light

of recent growth and was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.

June 3, 2025, Michael Prevoznik, our Chief Financial Officer, adopted a Rule 10b5-1 trading plan in accordance with the company’s

Transition of Roles

for the Company’s Chief Operating Officer

August 13, 2025, Michal Handerhan, the Company’s Chief Operating Officer and a member of the Board, transitioned from his

position as Chief Operating Officer to the role of Operations Specialist.

Handerhan and the Company have

mutually agreed to terminate his employment agreement and RSU agreement.

Handerhan’s annual cash compensation will remain

at $300,000 through September 30, 2026.

The transition is part of the Company’s realignment in light of recent growth

and was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.

November 13, 2025, Michal Handerhan resigned from the Board of Directors (Board), effective immediately.

Handerhan will continue

to be employed as the Company’s Operations Specialist and has been appointed by the Board to serve as a board observer.

resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies,

or practices.

August 20, 2025, Michal Handerhan, our former Chief Operating Officer (who transitioned to Operations Specialist on August 13, 2025),

terminated a trading plan previously adopted on October 22, 2024 pursuant to Rule 10b5-1 under the Exchange Act.

Handerhan elected to terminate the plan after determining that his shares in the Company may qualify as “Qualified

Small Business Stock” under Section 1202 of the Internal Revenue Code, which provides for an exclusion from federal capital gains

tax for eligible shares held for more than five years.

The plan, which became

effective on March 5, 2025, had provided for the potential sale of up to 750,000 shares of the Company’s common stock, subject

to its terms and conditions.

August 27, 2025, Charles Allen, our Chief Executive Officer, terminated a trading plan previously adopted on November 17, 2024

pursuant to Rule 10b5-1 under the Exchange Act (a “Rule 10b5-1 trading plan”), in accordance with the Company’s

insider trading policies and procedures.

The plan is effective as of September 2, 2025 and is scheduled to terminate on November 17,

2027, unless terminated earlier in accordance with its terms.

Under the plan, up to 350,000 shares of the Company’s Common Stock

may be sold, subject to the terms and conditions of the plan, including price thresholds, volume limitations, and blackout periods.

Allen elected to terminate the plan after determining that his shares in the Company

may qualify as “Qualified Small Business Stock” under Section 1202 of the Internal Revenue Code, which provides for an

exclusion from federal capital gains tax for eligible shares held for more than five years.

The plan, which became effective on

February 18, 2025, had provided for the potential sale of up to 1.75 million shares of the Company’s common stock, subject to

its terms and conditions.

other officers, as defined in Rule 16a-1(f), or directors adopted or terminated a “Rule 10b5-1 trading arrangement” or a

1 unchanged sentence

Communications via X (formerly Twitter)

Company uses the following X (formerly Twitter) accounts, @Charles_BTCS and @Nasdaq_BTCS, as supplemental channels for communicating

with the public about the Company.

While these channels may share news and updates that may be material to investors, investors should primarily rely on our official SEC filings and press

releases for material information.

The Company encourages

investors, the media, and others interested in the Company to follow these accounts in addition to monitoring the Company’s

filings with the SEC, press releases, and its website at www.btcs.com for information about the Company.

The content on our website

is not incorporated by reference herein.

Company uses the following X (formerly Twitter) accounts, @Charles_BTCS and @NasdaqBTCS, as supplemental channels for communicating with

the public about the Company.

These social media channels will not be used to announce material information that has not been previously

disclosed through official SEC filings or press releases.

Investors should rely on our official SEC filings and press releases for material

The Company encourages investors, the media, and others interested in the Company to follow these accounts in addition to

monitoring the Company’s filings with the SEC, press releases, and its website at www.btcs.com for information about the Company.

The content on our website and social media accounts is not incorporated by reference herein.

exhibits listed in the accompanying “Exhibit Index” are filed or incorporated by reference as part of this Form 10-Q.

1 unchanged sentence

behalf by the undersigned thereunto duly authorized.

Charles Allen

Executive Officer

Executive Officer)

Articles of Merger

Agreement and Plan of Merger

Amended and Restated Articles of Incorporation, as of May 2010

Certificate of Amendment to Articles of Incorporation - Increase Authorized Capital

Certificate of Amendment to Articles of Incorporation – Name Change and Reverse Stock Split

Certificate of Amendment to Articles of Incorporation - Increase Authorized Capital

Certificate of Amendment to Articles of Incorporation - Reverse Stock Split

Certificate of Change – Reverse Stock Split

Certificate of Designation – Series V

Certificate of Amendment to the Series V Certificate of Designation

Certificate of Amendment to Articles of Incorporation – Increase Authorized Capital

Amended and Restated Bylaws of BTCS Inc.

November 13, 2025

/s/ Charles Allen

Chief Executive Officer

(Principal Executive Officer)

EXHIBIT INDEX

Incorporated by Reference

Filed or Furnished

Exhibit Description

and Plan of Merger

and Restated Articles of Incorporation, as of May 2010

of Amendment to Articles of Incorporation - Increase Authorized Capital

of Amendment to Articles of Incorporation – Name Change and Reverse Stock Split

of Amendment to Articles of Incorporation - Increase Authorized Capital

of Amendment to Articles of Incorporation - Reverse Stock Split

of Change – Reverse Stock Split

of Designation – Series V

of Amendment to the Series V Certificate of Designation

of Amendment to Articles of Incorporation – Increase Authorized Capital

and Restated Bylaws of BTCS Inc.

2021 Equity Incentive Plan, as amended

Form of Securities Purchase Agreement – May 2025 ATW

Form of 5% OID Secured Convertible Note – May 2025 ATW

Form of Warrant – May 2025 ATW

Form of Securities Purchase Agreement – July 2025 ATW

Form of 5% OID Secured Convertible Note – July 2025 ATW

Form of Warrant – July 2025 ATW

Certification of Principal Executive Officer (302)

Certification of Principal Financial Officer (302)

Certification of Principal Executive and Principal Financial Officer (906)

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with

Item 601 of Regulation S-K.

of this report (including the consolidated financial statements) and any of the exhibits referred to above will be furnished at no cost

to our shareholders who make a written request to BTCS Inc., 9466 Georgia Avenue #124, Silver Spring, MD 20910, Attention:

of Securities Purchase Agreement – May 2025 ATW

of 5% OID Secured Convertible Note – May 2025 ATW

of Warrant – May 2025 ATW

of Securities Purchase Agreement – July 2025 ATW

of 5% OID Secured Convertible Note – July 2025 ATW

of Warrant – July 2025 ATW

Certification of Principal

Executive Officer (302)

Certification of Principal

Financial Officer (302)

Certification of Principal

Executive and Principal Financial Officer (906)

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label Linkbase

Inline XBRL Taxonomy Extension Presentation

Linkbase Document

Cover Page Interactive Data File (formatted

as inline XBRL and contained in Exhibit 101).

This exhibit is being furnished rather than filed and shall not be

deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

Copies of this report

(including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our shareholders who make

a written request to BTCS Inc., 303 W.

Lancaster Ave #336, Wayne PA 19341, Attention:

Corporate Secretary.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information