Item 5. Other Information
ITEM
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. Mr. Handerhan and the Company have
mutually agreed to terminate his employment agreement and RSU agreement. Mr. 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.
On
November 13, 2025, Michal Handerhan resigned from the Board of Directors (Board), effective immediately. Mr. 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. Mr. Handerhan’s
resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies,
or practices.
10b5-1
Plans
On
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. Mr. 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.
On
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. Mr. 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.
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.
Investor
Communications via X (formerly Twitter)
The
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
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 and social media accounts is not incorporated by reference herein.
ITEM
6 Exhibits
The
exhibits listed in the accompanying “Exhibit Index” are filed or incorporated by reference as part of this Form 10-Q.
49
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
BTCS Inc.
November 13, 2025
By:
/s/ Charles Allen
Charles W. Allen
Chief Executive Officer
(Principal Executive Officer)
50
EXHIBIT INDEX
Incorporated by Reference
Filed or Furnished
Exhibit #
Exhibit Description
Form
Date
Number
Herewith
2.1
Articles
of Merger
8-K/A
7/31/15
3.1
2.2
Agreement
and Plan of Merger
8-K/A
7/31/15
3.2
3.1
Amended
and Restated Articles of Incorporation, as of May 2010
10-K
3/31/11
3.1
3.1(a)
Certificate
of Amendment to Articles of Incorporation - Increase Authorized Capital
8-K
3/25/13
3.1
3.1(b)
Certificate
of Amendment to Articles of Incorporation – Name Change and Reverse Stock Split
8-K
2/5/14
3.1
3.1(c)
Certificate
of Amendment to Articles of Incorporation - Increase Authorized Capital
8-K
2/5/14
3.1
3.1(d)
Certificate
of Amendment to Articles of Incorporation - Reverse Stock Split
8-K
2/16/17
3.1
3.1(e)
Certificate
of Amendment to Articles of Incorporation - Reverse Stock Split
8-K
4/9/19
3.1
3.1(f)
Certificate
of Change – Reverse Stock Split
8-K
8/17/21
3.1
3.1(g)
Certificate
of Designation – Series V
8-K
1/31/23
3.1
3.1(h)
Certificate
of Amendment to the Series V Certificate of Designation
8-K
4/19/23
3.1
3.1(i)
Certificate
of Amendment to Articles of Incorporation – Increase Authorized Capital
8-K
7/13/23
3.1
3.2
Amended
and Restated Bylaws of BTCS Inc.
8-K
7/5/24
3.1
4.1
BTCS
Inc. 2021 Equity Incentive Plan, as amended
10-Q
8/11/23
4.1
10.1
Form
of Securities Purchase Agreement – May 2025 ATW
8-K
5/14/25
10.1
10.2
Form
of 5% OID Secured Convertible Note – May 2025 ATW
8-K
5/14/25
10.2
10.3
Form
of Warrant – May 2025 ATW
8-K
5/14/25
10.3
10.4
Form
of Securities Purchase Agreement – July 2025 ATW
8-K
7/21/25
10.4
10.5
Form
of 5% OID Secured Convertible Note – July 2025 ATW
8-K
7/21/25
10.5
10.6
Form
of Warrant – July 2025 ATW
8-K
7/21/25
10.6
31.1
Certification of Principal
Executive Officer (302)
Filed
31.2
Certification of Principal
Financial Officer (302)
Filed
32.1
Certification of Principal
Executive and Principal Financial Officer (906)
Furnished**
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase
Document
101.PRE
Inline XBRL Taxonomy Extension Presentation
Linkbase Document
104
Cover Page Interactive Data File (formatted
as inline XBRL and contained in Exhibit 101).
**
This exhibit is being furnished rather than filed and shall not be
deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
Copies of this report
(including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our shareholders who make
a written request to BTCS Inc., 303 W. Lancaster Ave #336, Wayne PA 19341, Attention: Corporate Secretary.
51
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.