5 Other Information
−Removed: Transition of Roles
−Removed: for the Company’s Chief Operating Officer
−Removed: August 13, 2025, Michal Handerhan, the Company’s Chief Operating Officer and a member of the Board, transitioned from his
−Removed: position as Chief Operating Officer to the role of Operations Specialist.
−Removed: Handerhan and the Company have
−Removed: mutually agreed to terminate his employment agreement and RSU agreement.
−Removed: Handerhan’s annual cash compensation will remain
−Removed: at $300,000 through September 30, 2026.
−Removed: The transition is part of the Company’s realignment in light of recent growth
−Removed: and was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.
−Removed: November 13, 2025, Michal Handerhan resigned from the Board of Directors (Board), effective immediately.
−Removed: Handerhan will continue
−Removed: to be employed as the Company’s Operations Specialist and has been appointed by the Board to serve as a board observer.
−Removed: resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies,
−Removed: or practices.
−Removed: August 20, 2025, Michal Handerhan, our former Chief Operating Officer (who transitioned to Operations Specialist on August 13, 2025),
−Removed: terminated a trading plan previously adopted on October 22, 2024 pursuant to Rule 10b5-1 under the Exchange Act.
−Removed: Handerhan elected to terminate the plan after determining that his shares in the Company may qualify as “Qualified
−Removed: Small Business Stock” under Section 1202 of the Internal Revenue Code, which provides for an exclusion from federal capital gains
−Removed: tax for eligible shares held for more than five years.
−Removed: The plan, which became
−Removed: effective on March 5, 2025, had provided for the potential sale of up to 750,000 shares of the Company’s common stock, subject
−Removed: to its terms and conditions.
−Removed: August 27, 2025, Charles Allen, our Chief Executive Officer, terminated a trading plan previously adopted on November 17, 2024
−Removed: pursuant to Rule 10b5-1 under the Exchange Act (a “Rule 10b5-1 trading plan”), in accordance with the Company’s
−Removed: insider trading policies and procedures.
−Removed: Allen elected to terminate the plan after determining that his shares in the Company
−Removed: may qualify as “Qualified Small Business Stock” under Section 1202 of the Internal Revenue Code, which provides for an
−Removed: exclusion from federal capital gains tax for eligible shares held for more than five years.
−Removed: The plan, which became effective on
−Removed: February 18, 2025, had provided for the potential sale of up to 1.75 million shares of the Company’s common stock, subject to
−Removed: its terms and conditions.
−Removed: other officers, as defined in Rule 16a-1(f), or directors adopted or terminated a “Rule 10b5-1 trading arrangement” or a
−Removed: “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the last fiscal quarter.
+Added: the fiscal quarter ended March 31, 2026, no officers (as defined in Rule 16a-1(f)) or directors adopted or terminated any “Rule
+Added: 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K).
Communications via X (formerly Twitter)
1 unchanged sentence
the public about the Company.
−Removed: These social media channels will not be used to announce material information that has not been previously
−Removed: disclosed through official SEC filings or press releases.
−Removed: Investors should rely on our official SEC filings and press releases for material
−Removed: The Company encourages investors, the media, and others interested in the Company to follow these accounts in addition to
−Removed: monitoring the Company’s filings with the SEC, press releases, and its website at www.btcs.com for information about the Company.
−Removed: The content on our website and social media accounts is not incorporated by reference herein.
+Added: These social media channels are not, and will not be, used to disclose material non-public information.
+Added: The Company will continue to make disclosures of material information in accordance with applicable SEC rules and regulations, including
+Added: through SEC filings and, where appropriate, press releases.
+Added: Investors should not rely on information disseminated through social media
+Added: channels for purposes of making investment decisions and should instead rely on the Company’s SEC filings, press releases, and
+Added: other public disclosures for material information.
+Added: The Company encourages investors, the media, and other interested parties to monitor
+Added: the Company’s filings with the SEC, press releases, and website at www.btcs.com in addition to the accounts listed above.
+Added: The information
+Added: contained on or accessible through the Company’s website and social media accounts is not incorporated by reference into this report
+Added: or any other filing with the SEC.
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.
−Removed: November 13, 2025
−Removed: /s/ Charles Allen
Chief Executive Officer
−Removed: (Principal Executive Officer)
−Removed: EXHIBIT INDEX
−Removed: Incorporated by Reference
+Added: (Principal Executive
Filed or Furnished
Exhibit Description
−Removed: and Plan of Merger
−Removed: and Restated Articles of Incorporation, as of May 2010
−Removed: of Amendment to Articles of Incorporation - Increase Authorized Capital
−Removed: of Amendment to Articles of Incorporation – Name Change and Reverse Stock Split
−Removed: of Amendment to Articles of Incorporation - Increase Authorized Capital
−Removed: of Amendment to Articles of Incorporation - Reverse Stock Split
−Removed: of Amendment to Articles of Incorporation - Reverse Stock Split
−Removed: of Change – Reverse Stock Split
−Removed: of Designation – Series V
−Removed: of Amendment to the Series V Certificate of Designation
−Removed: of Amendment to Articles of Incorporation – Increase Authorized Capital
−Removed: and Restated Bylaws of BTCS Inc.
+Added: Articles of Merger
+Added: Agreement and Plan of Merger
+Added: Amended and Restated Articles of Incorporation, as of May 2010
+Added: Certificate of Amendment to Articles of Incorporation - Increase Authorized Capital
+Added: Certificate of Amendment to Articles of Incorporation – Name Change and Reverse Stock Split
+Added: Certificate of Amendment to Articles of Incorporation - Increase Authorized Capital
+Added: Certificate of Amendment to Articles of Incorporation - Reverse Stock Split
+Added: Certificate of Amendment to Articles of Incorporation - Reverse Stock Split
+Added: Certificate of Change – Reverse Stock Split
+Added: Certificate of Designation – Series V
+Added: Certificate of Amendment to the Series V Certificate of Designation
+Added: Certificate of Amendment to Articles of Incorporation – Increase Authorized Capital
+Added: Amended and Restated Bylaws of BTCS Inc.
2021 Equity Incentive Plan, as amended
−Removed: of Securities Purchase Agreement – May 2025 ATW
−Removed: of 5% OID Secured Convertible Note – May 2025 ATW
−Removed: of Warrant – May 2025 ATW
−Removed: of Securities Purchase Agreement – July 2025 ATW
−Removed: of 5% OID Secured Convertible Note – July 2025 ATW
−Removed: of Warrant – July 2025 ATW
−Removed: Certification of Principal
−Removed: Executive Officer (302)
−Removed: Certification of Principal
−Removed: Financial Officer (302)
−Removed: Certification of Principal
−Removed: Executive and Principal Financial Officer (906)
−Removed: Inline XBRL Instance Document
−Removed: Inline XBRL Taxonomy Extension Schema Document
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase
−Removed: Inline XBRL Taxonomy Extension Label Linkbase
−Removed: Inline XBRL Taxonomy Extension Presentation
−Removed: Linkbase Document
−Removed: Cover Page Interactive Data File (formatted
−Removed: as inline XBRL and contained in Exhibit 101).
−Removed: This exhibit is being furnished rather than filed and shall not be
−Removed: deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
−Removed: Copies of this report
−Removed: (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our shareholders who make
−Removed: a written request to BTCS Inc., 303 W.
+Added: Form of Securities Purchase Agreement – May 2025 ATW
+Added: Form of 5% OID Secured Convertible Note – May 2025 ATW
+Added: Form of Warrant – May 2025 ATW
+Added: Form of Securities Purchase Agreement – July 2025 ATW
+Added: Form of 5% OID Secured Convertible Note – July 2025 ATW
+Added: Form of Warrant – July 2025 ATW
+Added: Certification of Principal Executive Officer (302)
+Added: Certification of Principal Financial Officer (302)
+Added: Certification of Principal Executive and Principal Financial Officer (906)
+Added: Inline XBRL Instance
+Added: XBRL Taxonomy Extension Schema Document
+Added: Inline XBRL Taxonomy
+Added: Extension Calculation Linkbase Document
+Added: XBRL Taxonomy Extension Definition Linkbase Document
+Added: XBRL Taxonomy Extension Label Linkbase Document
+Added: XBRL Taxonomy Extension Presentation Linkbase Document
+Added: Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
+Added: This exhibit is being furnished
+Added: rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
+Added: of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our shareholders
+Added: who make a written request to BTCS Inc., 303 W.
Lancaster Ave #336, Wayne, PA 19087, Attention:
1 unchanged sentence
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.