BTCS Inc. 10-Q

ITEM 1A Risk Factors Except as set forth below, there have been no material changes in our risk factors from those disclosed in the Form 10-K for the fiscal year ended December 31, 2025. The risk factor set forth below, together with those previously disclosed in our Form 10-K, constitute important cautionary statements and qualifications with respect to the forward-looking statements and other representations contained in this Quarterly Report on Form 10-Q. While we attempt to identify, manage, and mitigate risks and uncertainties associated with our business to the extent practicable under the circumstances, some level of risk and uncertainty will always be present. “Risk Factors” in the Form 10-K for the fiscal year ended December 31, 2025 describes some of the risks and uncertainties associated with our business, which we strongly encourage you to review. These risks and uncertainties have the potential to materially affect our business, financial condition, results of operations, cash flows, projected results, and future prospects. A default under the Company’s Loan Agreement could render the Company ineligible to use Registration Statement on Form S-3 for securities offerings, which would materially impair the Company’s ability to raise capital in the public markets and adversely affect its share repurchase program. The Company currently relies on the availability of Form S-3 registration statements under the Securities Act of 1933 (the “Securities Act”), to conduct primary and secondary offerings of its securities and to facilitate its share repurchase program. Eligibility to use Form S-3 is conditioned upon, among other things, the Company’s compliance with the timely filing requirements and other registrant eligibility conditions set forth in General Instruction I.B of Form S-3, including that the Company has not failed to pay any dividend or sinking fund installment on preferred stock, or defaulted on any installment on indebtedness for borrowed money, or on any material lease, since the end of the last fiscal year. If the Company were to default on its obligations under the Loan Agreement including any failure to make required interest or principal payments, satisfy margin calls, or comply with other covenants such default could cause the Company to fail to satisfy the registrant eligibility requirements of Form S-3. In such event, the Company would be required to conduct any future public offerings of its securities on Form S-1, which is subject to more extensive disclosure requirements, longer SEC review periods, and greater time and expense to prepare. The loss of Form S-3 eligibility would significantly impair the Company’s flexibility to access the capital markets on a timely and cost-effective basis, which could adversely affect the Company’s ability to fund operations, pursue strategic opportunities, or respond to adverse business conditions. In addition, the Company’s share repurchase program relies on the availability of Form S-3 to register shares for resale and to provide liquidity to stockholders. If the Company loses its Form S-3 eligibility, it may be unable to continue its share repurchase program on current terms, or at all, which could have an adverse effect on the market price of the Company’s common stock and the Company’s ability to return value to stockholders. Any of the foregoing could have a material adverse effect on the Company’s business, financial condition, results of operations, and the value of its securities. ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds None. ITEM 3 Defaults Upon Senior Securities None. ITEM 4 Mine Safety Disclosures Not applicable.