What changed in this filing

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Item 9A. Controls and Procedures

2024-04-26 compared with 2023-04-17 · 59 added, 24 removed, 159 unchanged (34% of the section changed)

51 unchanged sentences

Other Information.

During the quarter

ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement”

or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

1 unchanged sentence

Directors, Executive Officers and Corporate Governance.

information required by this item is incorporated by reference to our Proxy Statement for the 2023 Annual Meeting of Stockholders to be

filed with the SEC within 120 days of the year ended December 31, 2022.

Board has adopted a Code of Ethics applicable to all officers, directors and employees, which furnished as Exhibit 14.1 to this report.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our

Code of Ethics and by posting such information on our website at the address and location specified above.

The information required by this item is incorporated

by reference to our Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the year ended

December 31, 2023.

Our Board has adopted a Code of Ethics applicable

to all officers, directors and employees, which furnished as Exhibit 14.1 to this report.

We intend to satisfy the disclosure requirement

under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Ethics and by posting such information

on our website at the address and location specified above.

Executive Compensation.

7 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence.

Effective April 30, 2019, the Company agreed to

increase compensation to Joe Isaacs, the Company’s former President and sole director, to $11,500 per month (from $6,000) for management

services under a verbal agreement.

Isaacs converted $20,000 of accrued management fees for 2,000,000 shares of common stock.

In 2021 and 2020, the Company paid the former President $138,000 of management fees (not including the $20,000 which was converted into

shares of the Company’s common stock).

Additionally, in 2020, the Company paid $2,625

for consulting services to a relative of Mr.

On April 1, 2021, the Company entered into a services

agreement with Axiom Group, a company owned by Mr.

The services agreement includes investor relation services for a term of eighteen

months for compensation of $90,000.

During the year ended December 31, 2021, the Company prepaid the $90,000.

Effective January 31, 2022, pursuant to the Transaction,

4 unchanged sentences

The consulting agreement may be terminated by the Company without cause after three months.

On January 31, 2022, the Company granted options

to the officers and a consultant of the Company to purchase up to 65,920,895 shares of the Company’s stock, vesting immediately,

at an exercise price of $0.40 per share.

On January 25, 2023, the Company amended stock option grants dated January 31, 2022 to each of

Charlie Faulkner and Simon Wajcenberg, the Chief Executive Officer and Chief Financial Officer of the Company, respectively.

The amendment

reduces the exercise price of the options from $0.40 per share to $0.06 per share.

On September 12, 2022, the Company granted options

to the officers of the Company to purchase up to 153,239,206 shares of the Company’s stock, which vest upon the Company listing

its shares on the NASDAQ Global Market, New York Stock Exchange, or another equivalent market, at an exercise price of $0.10 per share.

On March 3, 2023, the Company amended stock option grants dated September 12, 2022 to each of Charlie Faulkner and Simon Wajcenberg, the

Chief Executive Officer and Chief Financial Officer of the Company, respectively.

The amendment provides for the vesting to be only upon

the closing of the purchase of at least $15 million of crypto mining equipment, rather than conditioned on an uplisting of the Company’s

shares on the NASDAQ Global Market, New York Stock Exchange, or another equivalent market.

On March 3, 2023, the Company granted to each

of Charlie Faulkner and Simon Wajcenberg, the Chief Executive Officer and Chief Financial Officer of the Company, respectively, options

to purchase up to 77,000,000 shares of the Company’s common stock at an exercise price of $0.04 per share, exercisable for five

years (the “Stock Options”).

The Stock Options shall each be a non-qualified option and shall become vested and exercisable

upon the Company closing on the purchase of at least $15 million of crypto mining equipment.

During the year ended December 31, 2023, the executive

officers of the Company advanced $16,000 to the Company for working capital needs.

The advances are non-interest bearing and are due on

Principal Accountant Fees and Services.

29 unchanged sentences

2CRSI Agreements

Series B Preferred Stock Purchase Agreement, dated as of July 18, 2022, by and between Edgemode, Inc.

Series A Preferred Stock Purchase Agreement, dated as of July 18, 2022, by and between Edgemode, Inc.

and 1800 Diagonal Lending LLC

7 unchanged sentences

and 1800 Diagonal Lending LLC

Amendment to Charlie Faulkner Stock Option Grant dated January 25, 2023

Incorporated by Reference

Filed or Furnished

Exhibit Description

Amendment to Charlie Faulkner Stock Option Grant dated January 25, 2023 (2)

Amendment to Simon Wajcenberg Stock Option Grant dated January 25, 2023 (2)

Stock Option Grant to Charlie Faulkner dated March 3, 2023 (2)

1 unchanged sentence

Amendment to Charlie Faulkner Stock Option Grant dated January 25, 2023 (2)

Amendment to Charlie Faulkner Stock Option Grant dated January 25, 2023

Amendment to Simon Wajcenberg Stock Option Grant dated January 25, 2023 (2)

Securities Purchase Agreement between Edgemode, Inc.

and 1800 Diagonal Lending LLC effective April 20, 2023 for purchase of Promissory Note

Promissory Note issued by Edgemode, Inc.

in favor of 1800 Diagonal Lending LLC effective April 20, 2023

Securities Purchase Agreement between Edgemode, Inc.

and 1800 Diagonal Lending LLC dated April 20, 2023 for purchase of Convertible Promissory Note

Convertible Promissory Note issued by Edgemode, Inc.

in favor of 1800 Diagonal Lending LLC effective April 20, 2023

Form of Securities Purchase Agreement for purchase of Promissory Note

Form of Promissory Note

Securities Purchase Agreement between Edgemode, Inc.

and 1800 Diagonal Lending LLC effective August 4, 2024

Promissory Note issued by Edgemode, Inc.

in favor of 1800 Diagonal Lending LLC effective August 4, 2023

Code of Ethics and Business Conduct

Letter from MaloneBailey, LLP to the SEC dated January 7, 2022

Insider Trading Policy

List of Subsidiaries

31 unchanged sentences

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of BTCS Inc.

and in the capacities and on the

dates indicated.

Exchange Act of 1934, this report has been signed below by the following persons on behalf of Edgemode, Inc.

and in the capacities and

on the dates indicated.

/s/ Charlie Faulkner

9 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.

What changed 10-K

Item 9A. Controls and Procedures