BTCS Inc. 10-Q

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, effective August 13, 2025. Mr. Handerhan and the Company have mutually agreed to terminate his employment agreement and RSU agreements, and Mr. Handerhan’s annual cash compensation will remain at $300,000 through June 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. 10b5-1 Plans On June 3, 2025, Michael Prevoznik, our Chief Financial Officer, adopted a Rule 10b5-1 trading plan in accordance with the company’s insider trading policies and procedures. The plan is effective as of September 2, 2025 and is scheduled to terminate on November 17, 2027, unless terminated earlier in accordance with its terms. Under the plan, up to 350,000 shares of the Company’s Common Stock may be sold, subject to the terms and conditions of the plan, including price thresholds, volume limitations, and blackout periods. 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 @Nasdaq_BTCS, as supplemental channels for communicating with the public about the Company. 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 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 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. 41 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. August 13, 2025 By: /s/ Charles Allen Charles W. Allen Chief Executive Officer (Principal Executive Officer) 42 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 consolidated 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., 9466 Georgia Avenue #124, Silver Spring, MD 20910, Attention: Corporate Secretary. 43