5 Other Information
−Removed: the fiscal quarter ended March 31, 2025, no officers (as defined in Rule 16a-1(f)) or directors adopted
−Removed: or terminated
−Removed: any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as defined in Item 408
−Removed: of Regulation S-K).
+Added: Transition of Roles for the Company’s
+Added: Chief Operating Officer
+Added: On August 13, 2025, Michal
+Added: Handerhan, the Company’s Chief Operating Officer and a member of the Board, transitioned from his position as Chief Operating Officer
+Added: to the role of Operations Specialist, effective August 13, 2025.
+Added: Handerhan and the Company have mutually agreed to terminate his employment
+Added: agreement and RSU agreements, and Mr.
+Added: Handerhan’s annual cash compensation will remain at $300,000 through June 30, 2026.
+Added: The transition is part of the Company’s realignment in light
+Added: of recent growth and was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.
+Added: June 3, 2025, Michael Prevoznik, our Chief Financial Officer, adopted a Rule 10b5-1 trading plan in accordance with the company’s
+Added: insider trading policies and procedures.
+Added: The plan is effective as of September 2, 2025 and is scheduled to terminate on November 17,
+Added: 2027, unless terminated earlier in accordance with its terms.
+Added: Under the plan, up to 350,000 shares of the Company’s Common Stock
+Added: may be sold, subject to the terms and conditions of the plan, including price thresholds, volume limitations, and blackout periods.
+Added: other officers, as defined in Rule 16a-1(f), or directors adopted or terminated a “Rule 10b5-1 trading arrangement” or a
+Added: “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the last fiscal quarter.
+Added: Communications via X (formerly Twitter)
+Added: Company uses the following X (formerly Twitter) accounts, @Charles_BTCS and @Nasdaq_BTCS, as supplemental channels for communicating
+Added: with the public about the Company.
+Added: 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
+Added: releases for material information.
+Added: The Company encourages
+Added: investors, the media, and others interested in the Company to follow these accounts in addition to monitoring the Company’s
+Added: filings with the SEC, press releases, and its website at www.btcs.com for information about the Company.
+Added: The content on our website
+Added: 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.
4 unchanged sentences
Executive Officer)
−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 - 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
+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
Certification of Principal Executive Officer (302)
13 unchanged sentences
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.