UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to____________.

Commission file number: 001-40792

BTCS Inc.

(Exact name of registrant as specified in its charter)

Nevada

90-1096644

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

303 W. Lancaster Ave #336, Wayne, PA		19087
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (202) 430-6576

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001	BTCS	The Nasdaq Stock Market
		(The Nasdaq Capital Market)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of May 14, 2026, there were 49,775,371 shares of Common Stock, par value $0.001, issued and outstanding.

BTCS INC.

TABLE OF CONTENTS

		Page

PART I - FINANCIAL INFORMATION

ITEM 1	Financial Statements	4

	Condensed Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025	4

	Condensed Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (unaudited)	5

	Condensed Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025 (unaudited)	6

	Condensed Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (unaudited)	7

	Notes to Unaudited Condensed Financial Statements	8-41

ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42

ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	55

ITEM 4	Controls and Procedures	55

PART II - OTHER INFORMATION

ITEM 1	Legal Proceedings	55

ITEM 1A	Risk Factors	55

ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	55

ITEM 3	Defaults Upon Senior Securities	55

ITEM 4	Mine Safety Disclosures	55

ITEM 5	Other Information	55

ITEM 6	Exhibits	55

	Signature	56

BTCS INC.

As used in this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” the “Company,” and “BTCS,” mean BTCS Inc., unless otherwise indicated or the context otherwise requires.

PART I - FINANCIAL INFORMATION

ITEM 1 Financial Statements

BTCS Inc.

Condensed Balance Sheets

	March 31, 2026			December 31, 2025
	(Unaudited)
Assets:
Current assets:
Cash and cash equivalents	$	284,631		$	1,526,395
Stablecoins		534,359			1,539,064
Digital assets - treasury		2,067,022			2,388,607
Digital assets - DeFi		105,135,152			177,718,244
Digital assets - staked		8,753,681			30,657,401
Digital assets – liquidity pool positions		11,358,006			-
Digital assets – non-fungible tokens		25,689			41,690
Prepaid expenses		254,111			146,031
Total current assets		128,412,651			214,017,432
Investments (Cost $600,000)		600,000			600,000
Property and equipment, net		12,853			14,390
Total Assets	$	129,025,504		$	214,631,822

Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable and accrued expenses	$	17,655		$	38,525
Accrued compensation		251,176			1,609,208
Accrued interest		219,340			225,115
Loans payable - DeFi protocol		43,778,423			61,500,000
Warrant liabilities		-			-
Total current liabilities		44,266,594			63,372,848
Convertible notes payable, net		12,653,043			11,842,195
Total liabilities		56,919,637			75,215,043

Commitments and contingencies (Note 11)

Stockholders’ equity:
Preferred Stock, $0.001 par value per share; 20,000,000 shares authorized, of which:
Series V Preferred Stock; 15,671,405 and 15,671,405 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		1,975,701			1,975,701
Preferred stock value	$	1,975,701		$	1,975,701
Common Stock, $0.001 par value per share; 975,000,000 shares authorized; 49,775,371 and 46,852,737 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		49,775			46,853
Additional paid-in capital		312,546,420			310,695,935
Accumulated deficit		(242,466,029	)		(173,301,710	)
Total stockholders’ equity		72,105,867			139,416,779
Total Liabilities and Stockholders’ Equity	$	129,025,504		$	214,631,822

The accompanying notes are an integral part of these unaudited condensed financial statements.

BTCS Inc.

Condensed Statements of Operations

(Unaudited)

	2026			2025
	For the Three Months Ended
	March 31,
	2026			2025

Revenues
Blockchain infrastructure revenues	$	1,135,351		$	1,688,935
DeFi revenues		1,012,026			-
Total revenues		2,147,377			1,688,935
Cost of revenues
Blockchain infrastructure costs		1,123,990			1,568,659
DeFi costs		9,075			-
Total cost of revenues		1,133,065			1,568,659
Gross profit		1,014,312			120,276
Operating expenses:
Professional fees		293,114			282,759
General and administrative		245,595			275,629
Research and development		80,444			209,251
Compensation and related expenses		2,794,732			688,202
Marketing		27,844			245,172
Impairment loss on intangible digital assets		209,921			-
Realized losses on digital asset transactions		29,293,946			1,382,288
Unrealized loss on digital assets		35,685,176			14,530,822
Total operating expenses		68,630,772			17,614,123
Other income (expenses):
Interest expense		(1,547,859	)		-
Change in fair value of warrant liabilities		-			225,150
Total other income (expenses)		(1,547,859	)		225,150
Net loss	$	(69,164,319	)	$	(17,268,697	)

Basic net loss per share attributable to common stockholders	$	(1.43	)	$	(0.86	)
Diluted net loss per share attributable to common stockholders	$	(1.43	)	$	(0.86	)

Basic weighted average number of common shares outstanding		48,228,269			19,967,045
Diluted weighted average number of common shares outstanding, basic and diluted		48,228,269			19,967,045

The accompanying notes are an integral part of these unaudited condensed financial statements.

BTCS Inc.

Condensed Statements of Changes in Stockholders’ Equity

(Unaudited)

For the Three Months Ended March 31, 2026

	Shares			Amount		Shares			Amount			Capital			Deficit			Equity
	Series V											Additional						Total
	Preferred Stock					Common Stock						Paid-in			Accumulated			Stockholders’
	Shares			Amount		Shares			Amount			Capital			Deficit			Equity
Balance at December 31, 2025		15,671,405	⁽¹⁾	$	1,975,701		46,852,737		$	46,853		$	310,695,935		$	(173,301,710	)	$	139,416,779
Stock-based compensation		-			-		2,928,482			2,928			2,653,515			-			2,656,443
Forfeiture of stock-based awards		-			-		(5,848	)		(6	)		(79,812	)		-			(79,818	)
Dividends paid		-			-		-			-			(723,218	)		-			(723,218	)
Net loss		-			-		-			-			-			(69,164,319	)		(69,164,319	)
Balance at March 31, 2026		15,671,405	⁽¹⁾	$	1,975,701		49,775,371	⁽²⁾	$	49,775		$	312,546,420		$	(242,466,029	)	$	72,105,867

(1)	Includes 278,375 restricted shares of Series V Preferred Stock held by employees that remain subject to forfeiture based on time-based vesting conditions. See Note 9 – Stockholders’ Equity (Deficit) for further details.
(2)	Includes 3,069,272 restricted shares of Common Stock held by employees that remain subject to forfeiture based on time-based vesting conditions. See Note 9 – Stockholders’ Equity (Deficit) for further details.

For the Three Months Ended March 31, 2025

	Series V												Additional						Total
	Preferred Stock						Common Stock						Paid-in			Accumulated			Stockholders’
	Shares			Amount			Shares			Amount			Capital			Deficit			Equity
Balance at December 31, 2024		15,033,231	⁽¹⁾	$	2,646,314			18,717,743	⁽²⁾	$	18,718		$	171,283,199		$	(139,948,277	)	$	33,999,954
Issuance of common stock, net of offering cost / At-the-market offering		-			-			127,249			127			228,828			-			228,955
Stock-based compensation		1,020,834			180,688			1,491,215			1,491			3,678,188			-			3,860,367
Forfeiture of stock-based awards		(49,327	)		(8,731	)		(129,327	)		(129	)		(253,198	)		-			(262,058	)
Net loss		-			-			-			-			-			(17,268,697	)		(17,268,697	)
Balance at March 31, 2025		16,004,738	⁽¹⁾	$	2,818,271			20,206,880	⁽²⁾	$	20,207		$	174,937,017		$	(157,216,974	)	$	20,558,521

(1)	Includes 1,069,801 restricted shares of Series V Preferred Stock held by employees that remain subject to forfeiture based on time-based vesting conditions. See Note 9 – Stockholders’ Equity (Deficit) for further details.
(2)	Includes 1,312,301 restricted shares of Common Stock held by employees that remain subject to forfeiture based on time-based vesting conditions. See Note 9 – Stockholders’ Equity (Deficit) for further details.

BTCS Inc.

Condensed Statements of Cash Flows

(Unaudited)

	2026			2025
	For the Three Months Ended
	March 31,
	2026			2025

Cash flows from operating activities:
Net loss	$	(69,164,319	)	$	(17,268,697	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		1,537			879
Stock-based compensation		1,724,532			3,598,309
Blockchain infrastructure revenue		(1,135,351	)		(1,688,935	)
DeFi revenue		(1,012,026	)		-
Blockchain-based payments settled in digital assets		1,089,233			1,480,324
DeFi interest expense settled in digital assets		474,879			-
Blockchain network fees		368			3,054
Change in fair value of warrant liabilities		-			(225,150	)
Amortization on debt discount and issuance costs		810,848			-
Realized losses on digital asset transactions		29,293,946			1,382,288
Unrealized loss on digital assets		35,685,176			14,530,822
Impairment loss on intangible digital assets		(209,921	)		-
Changes in operating assets and liabilities:
Stablecoins		920,156			949
Intangible digital assets		419,842			-
Prepaid expenses and other current assets		(108,080	)		(172,102	)
Accounts payable and accrued expenses		(20,870	)		50,870
Accrued compensation		(505,939	)		(3,595,028	)
Accrued interest		(5,775	)		-
Net cash used in operating activities		(1,741,764	)		(1,902,417	)

Cash flows from investing activities:
Purchase of productive digital assets for validating		-			(48,940	)
Sale of productive digital assets		18,221,577			264,498
Purchase of investments		-			(250,000	)
Purchase of property and equipment		-			(1,695	)
Sale of property and equipment		-			1,750
Net cash provided by (used in) investing activities		18,221,577			(34,387	)

Cash flow from financing activities:
Net proceeds from issuance common stock/ At-the-market offering		-			228,955
Proceeds from DeFi borrowing		500,000			-
Payments on DeFi borrowing		(18,221,577	)		-
Net cash (used in) provided by financing activities		(17,721,577	)		228,955

Net decrease in cash		(1,241,764	)		(1,707,849	)
Cash, beginning of period		1,526,395			1,977,778
Cash, end of period	$	284,631		$	269,929

Supplemental disclosure of cash flow information:
Cash paid for interest	$	267,908		$	-

Supplemental disclosure of non-cash investing, financing and other activities:
Series V Preferred Stock Distribution	$	-		$	180,688
Dividends distributions paid in ETH		(723,218	)		-
DeFi borrowing activity
USDT received against ETH collateral from new DeFi borrowing		500,000			-
ETH swapped to USDT in settlement of DeFi borrowing principal		18,221,577			-
ETH swapped to USDT in settlement of accrued DeFi interest		474,879			-
Liquidity pool activity:
ETH swapped into stablecoins for liquidity pool deployment		5,060,996			-
Deployments of digital assets into liquidity pool positions		(12,555,020	)		-
Withdrawals of digital assets from liquidity pool positions		1,031,535			-

The accompanying notes are an integral part of these unaudited condensed financial statements.

BTCS Inc.

Notes to Unaudited Condensed Financial Statements

Note 1 – Business Organization and Nature of Operations

BTCS Inc. (“BTCS” or the “Company”), short for Blockchain Technology Consensus Solutions, is a Nevada corporation listed on the Nasdaq Stock Market and headquartered in the United States. The Company is a blockchain technology business that operates revenue-generating blockchain infrastructure and decentralized finance (“DeFi”) activities, primarily on the Ethereum network. BTCS is an Ethereum-first operator focused on generating on-chain revenues while strategically deploying “ETH” (the Ethereum network’s native token) and other digital assets through its operations.

The Company operates as an active blockchain infrastructure and DeFi participant rather than as a passive holder of digital assets. While BTCS maintains significant Ethereum holdings, those assets are actively deployed across its operations to support revenue generation and operational scalability across the Company’s business lines.

Business Lines

BTCS conducts its operations through the following primary business lines:

	1.	Validator Node Operations (“NodeOps”) – BTCS operates validator nodes (“nodes”) on the Ethereum network as a validator (“Validator”). Validator nodes perform validation and consensus-related activities that contribute to network security and block finalization. In exchange, the Company earns ETH-denominated staking revenue, which include protocol-defined rewards and execution layer transaction fees.

	2.	Block Building (“Builder+”) – Through its Builder+ operations, the Company participates in the blockspace value chain on the Ethereum and other supported networks by operating block builders (“Builders”) that construct and submit optimized transaction blocks to Validators. Builder+ revenues are derived from the fees earned when BTCS-constructed blocks are successfully proposed on-chain.

	3.	DeFi Operations (“Imperium”) – BTCS’s blockchain operations include DeFi activities conducted through its Imperium business line. Through Imperium, the Company deploys digital assets, including ETH and stablecoins, into smart contract-based protocols that support decentralized lending, borrowing, liquidity provision, and other on-chain services. The Company earns variable digital asset rewards and transaction-based fees based on its participation, including returns generated from decentralized lending protocols and liquidity pool participation, and the utilization of its deployed assets within these protocols and prevailing market conditions.

Together, these business lines represent complementary components of the Company’s blockchain technology strategy, designed to generate recurring on-chain revenues and increase long-term value.

While each operation has distinct economic drivers and technology components, revenues generated from NodeOps and Builder+ are aggregated and presented as Blockchain infrastructure revenues, while revenues from Imperium are presented separately as DeFi revenues in the statements of operations. The Company’s operating segments and the reconciliation of segment results to the financial statements are disclosed in Note 8 – Segment Reporting.

Capital Strategy and Operations

BTCS’s operations are supported by an integrated capital formation and deployment framework that combines decentralized finance mechanisms with traditional capital markets activities (the “DeFi/TradFi Flywheel”). This framework includes the use of tools such as at-the-market equity (“ATM”) offerings, structured convertible notes, and ETH-backed DeFi borrowing to fund operations, scale infrastructure, and deploy digital assets while managing liquidity and dilution.

The Company actively allocates digital assets across staking, block-building, and DeFi deployments based on expected returns, risk considerations, and market conditions, including the use of overcollateralized borrowing arrangements and liquidity pool participation to generate scalable revenue streams and enhance gross profit.

Risks and Dependence on the Ethereum Ecosystem

The Company’s operations are subject to various risks, including technological complexity, cybersecurity risks, regulatory uncertainty, digital asset price volatility, and competition within the blockchain infrastructure and DeFi markets. The Company’s future performance depends in part on the continued adoption and development of the Ethereum network, the evolution of decentralized infrastructure markets, and BTCS’s ability to operate blockchain infrastructure and engage in DeFi activities efficiently at scale, including the effective management of risks associated with DeFi protocols such as collateral liquidation, smart contract vulnerabilities, and liquidity constraints.

Note 2 - Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions to Form 10-Q and the rules and regulations of the SEC. Accordingly, since they are interim statements, the accompanying unaudited condensed financial statements do not include all of the information and notes required by GAAP for annual financial statements, but in the opinion of the Company’s management, reflect all adjustments consisting of normal, recurring adjustments, that are necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. Interim results for the three months ended March 31, 2026 are not necessarily indicative of results for the full year ending December 31, 2026. The unaudited condensed financial statements and notes should be read in conjunction with the financial statements and notes for the year ended December 31, 2025.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation in the unaudited condensed financial statements and accompanying notes. These reclassifications did not have a material impact on the Company’s financial position, results of operations, or cash flows.

Note 3 - Summary of Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

However, the Company continues to apply these policies to evolving blockchain-based activities, including digital asset deployments in staking and DeFi arrangements and revenue-generating activities associated with blockchain infrastructure operations. The application of these policies requires significant judgment and may evolve as the Company’s operations and the underlying protocols continue to develop.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash and cash equivalents. The Company maintains cash and cash equivalent balances at financial institutions that are insured by the FDIC. As of March 31, 2026 and December 31, 2025, the Company had approximately $285,000 and $1,526,000 in cash, respectively. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash.

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of March 31, 2026 and December 31, 2025, the Company had approximately $0 and $1,122,000 in excess of the FDIC insured limit, respectively.

Stablecoins

The Company holds stablecoins, including, but not limited to USDT (Tether), USDC (USD Coin), and GHO (Aave Protocol’s native stablecoin), which are digital assets designed to maintain a value substantially equivalent to one U.S. dollar. Stablecoins are generally held in Company-controlled digital wallets, on centralized digital assets exchanges, or deployed into DeFi protocols for liquidity provision and other revenue-generating activities.

The Company accounts for its stablecoins as indefinite-lived intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other. While stablecoins are not accounted for as cash or cash equivalents, management considers them a liquidity resource due to their intended price stability and high on-chain and off-chain liquidity.

Stablecoins deployed into DeFi protocols are evaluated for continued control and restrictions on accessibility. As of March 31, 2026, approximately $534,000 of USDC was deployed in DeFi vaults and remained readily withdrawable.

Digital assets

The Company’s digital assets primarily consist of Ethereum and other digital assets held in non-custodial wallets. These assets are maintained under the Company’s control through secure private keys and are not held by any third-party custodian. The Company’s digital assets are used to support its blockchain infrastructure operations, including NodeOps, Builder+ and Imperium.

The Company accounts for its digital assets under two distinct accounting models depending on the nature of the asset:

	●	Digital assets at fair value consist of cryptocurrencies such as Ethereum that are actively traded in liquid markets and are measured at fair value in accordance with ASC 350-60. These include digital assets held in treasury, deployed in DeFi protocols, or staked in validator operations.

	●	Digital assets accounted for as indefinite-lived intangible assets consist of assets that do not have readily determinable fair values or do not represent fungible tokens, including tokenized liquidity pool positions (“LP positions”) and non-fungible tokens (“NFTs”). These assets are recorded at cost less impairment under ASC 350.

Digital Assets Measured at Fair Value

The Company accounts for its digital assets under ASC 350-60, Intangibles—Goodwill and Other—Digital assets, and measures such assets at fair value in accordance with ASC 820, Fair Value Measurement. Fair value represents the price that would be received for an asset in a current sale, assuming an orderly transaction between market participants on the measurement date. Market participants are considered to be independent, knowledgeable, and willing and able to transact.

The Company measures fair value based on its principal market, or in the absence of a principal market, the most advantageous market to which it has access. Kraken serves as the principal market as it is the primary cryptocurrency exchange for both purchases and sales. Coinbase is designated as the secondary market. This determination results from a comprehensive evaluation considering various factors, including compliance, trading activity, and price stability. The fair value of digital assets is primarily determined based on pricing data obtained from Kraken, with Coinbase used as a secondary source when necessary. The Company retains flexibility to transact on other exchanges where it maintains accounts in order to adapt to market conditions and achieve cost-effective execution.

The Company measures its digital asset holdings at fair value in accordance with ASC 820, Fair Value Measurement, using the last closing price of the day in the UTC (Coordinated Universal Time) time zone.

Digital assets are categorized based on their operational use and presented on the balance sheet as follows:

	●	Digital assets – treasury represent unencumbered holdings maintained for liquidity and investment purposes.
	●	Digital assets – DeFi represent assets deployed in decentralized finance protocols for lending and liquidity provision.
	●	Digital assets – staked represent assets actively staked to validator nodes and deployed in blockchain validation activities to earn staking rewards.

Digital assets measured at fair value are further disaggregated in Note 4 – Digital Assets (Fair Value).

SEC Form 10-Q filed by BTCS Inc.