BTCS Inc. 10-Q

ITEM 4 Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2026. Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2026 because of the material weakness in internal control over financial reporting described below. Material Weakness in Internal Control Over Financial Reporting A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management identified a material weakness in the design and operation of controls over the preparation and review of the Company’s statements of cash flows. Specifically, the Company’s statement-of-cash-flows worksheet did not adequately distinguish between cash and noncash investing and financing activities, and the related financial statement review controls were not designed or operating at a level of precision sufficient to verify that material investing and financing transactions involved cash or cash equivalents before inclusion on the face of the statement of cash flows. As a result, certain noncash DeFi borrowing and repayment transactions were presented on the face of previously issued statements of cash flows as cash investing and financing activities while also being disclosed as supplemental noncash investing and financing activities. This resulted in an immaterial correction of an error related to certain gross investing and financing cash flows for the affected periods, although the errors did not affect the Company’s reported ending cash and cash equivalents, net change in cash and cash equivalents, results of operations, or financial position. The material weakness resulted in revisions to the Company’s previously issued statements of cash flows for the affected periods, as described in Note 2, “Basis of Presentation,” to the unaudited condensed financial statements included in this Quarterly Report on Form 10-Q. Notwithstanding the material weakness, management believes that the unaudited condensed financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States. Remediation of the Material Weakness Management has begun implementing a remediation plan designed to address the material weakness. The remediation plan includes: ● redesigning the statement-of-cash-flows worksheet to separately identify cash and noncash investing and financing activities; ● requiring documented verification of whether material investing and financing transactions involve cash or cash equivalents before inclusion on the face of the statement of cash flows; ● enhancing the review of DeFi and other digital-asset transactions to verify their appropriate cash-flow classification and presentation; ● reconciling investing and financing activity presented on the face of the statement of cash flows to related supplemental noncash disclosures to identify potential duplicate presentation; and ● enhancing the documentation and review of significant, unusual, and nonroutine digital-asset transactions affecting the statement of cash flows. Management’s remediation efforts are ongoing. The material weakness will not be considered remediated until the enhanced controls have been fully implemented, have operated for a sufficient period of time, and management has concluded, through testing, that the controls are designed and operating effectively. Changes in Internal Control over Financial Reporting Other than the remediation measures described above that were initiated subsequent to June 30, 2026, there were no changes in our internal control over financial reporting as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As noted above, subsequent to June 30, 2026, management began implementing the remediation measures described in “Remediation of the Material Weakness” above. Management will continue to evaluate and monitor the design and operating effectiveness of these measures. 55 PART II - OTHER INFORMATION ITEM 1 Legal Proceedings None.