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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, 2024

 

or

 

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.)

 

9466 Georgia Avenue #124, Silver Spring, MD   20910
(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 10, 2024, there were 15,705,415 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, 2024 (unaudited) and December 31, 2023 4
     
  Condensed Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (unaudited) 5
     
  Condensed Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2024 and 2023 (unaudited) 6
     
  Condensed Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (unaudited) 7
     
  Notes to the Unaudited Condensed Financial Statements 8-25
     
ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 26
     
ITEM 3 Quantitative and Qualitative Disclosures About Market Risk 33
     
ITEM 4 Controls and Procedures 33
     
PART II - OTHER INFORMATION  
     
ITEM 1 Legal Proceedings 34
     
ITEM 1A Risk Factors 34
     
ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds 34
     
ITEM 3 Defaults Upon Senior Securities 34
     
ITEM 4 Mine Safety Disclosures 34
     
ITEM 5 Other Information 34
     
ITEM 6 Exhibits 34
     
  Signature 35

 

2
 

 

BTCS INC.

 

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

 

3
 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1 Financial Statements

 

BTCS Inc.

Balance Sheets

 

   March 31, 2024   December 31, 2023 
   (Unaudited)     
Assets:          
Current assets:          
Cash and cash equivalents  $670,594   $1,458,327 
Stablecoins   14,797    21,044 
Crypto assets   721,659    302,783 
Staked crypto assets   37,999,116    24,900,146 
Prepaid expenses   31,620    62,461 
Receivable for capital shares sold   -    291,440 
Total current assets   39,437,786    27,036,201 
           
Other assets:          
Investments, at value (Cost $100,000)   100,000    100,000 
Property and equipment, net   8,995    10,490 
Total other assets   108,995    110,490 
           
Total Assets  $39,546,781   $27,146,691 
           
Liabilities and Stockholders’ Equity:          
Accounts payable and accrued expenses  $26,193   $55,058 
Accrued compensation   6,419    712,092 
Warrant liabilities   213,750    213,750 
Total current liabilities   246,362    980,900 
           
Stockholders’ equity:          
Preferred stock: 20,000,000 shares authorized at $0.001 par value:   -    - 
Series V preferred stock: 14,567,829 and 14,567,829 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively   2,563,938    2,563,938 
Common stock, 975,000,000 shares authorized at $0.001 par value, 15,705,415 and 15,320,281 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively   15,707    15,322 
Additional paid in capital   163,141,291    162,263,634 
Accumulated deficit   (126,420,517)   (138,677,103)
Total stockholders’ equity   39,300,419    26,165,791 
           
Total Liabilities and Stockholders’ Equity  $39,546,781   $27,146,691 

 

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

 

4
 

 

BTCS Inc.

Statements of Operations

(Unaudited)

 

           
   For the Three Months Ended 
   March 31, 
   2024   2023 
         
Revenues          
Blockchain infrastructure revenues (net of fees)  $385,773   $311,508 
Total revenues   385,773    311,508 
           
Cost of revenues          
Blockchain infrastructure costs   95,012    82,014 
Gross profit   290,761    229,494 
           
Operating expenses:          
General and administrative  $487,599   $609,829 
Research and development   146,549    201,625 
Compensation and related expenses   455,779    462,090 
Marketing   57,602    6,243 
Realized (gains) losses on crypto asset transactions   (10,687)   (7,554)
Total operating expenses  $1,136,842   $1,272,233 
           
Other income (expenses):          
Change in unrealized appreciation (depreciation) on crypto assets   13,102,667    6,293,207 
Change in fair value of warrant liabilities   -    (285,000)
Total other income (expenses)   13,102,667    6,008,207
           
Net income  $12,256,586   $4,965,468
           
Basic net income (loss) per share attributable to common stockholders  $0.78   $0.36
Diluted net income (loss) per share attributable to common stockholders  $0.63   $0.29 
Basic weighted average number of common shares outstanding   15,691,677    13,673,126 
Diluted weighted average number of common shares outstanding   19,410,550    17,187,025 

 

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

 

5
 

 

BTCS Inc.

Statements of Changes in Stockholders’ Equity

(Unaudited)

 

For the Three Months Ended March 31, 2024

 

   Shares   Amount   Shares   Amount   Capital   Deficit   Equity 
  

Series V

Preferred Stock

   Common Stock   Additional Paid-in   Accumulated   Total Stockholders’ 
   Shares   Amount   Shares   Amount   Capital   Deficit   Equity 
Balance December 31, 2023   14,567,829   $2,563,938    15,320,281   $15,322   $162,263,634   $(138,677,103)  $   26,165,791 
Stock-based compensation   -    -    385,134    385    877,657    -    878,042 
Net income   -    -    -    -    -    12,256,586    12,256,586 
Balance March 31, 2024   14,567,829   $2,563,938    15,705,415   $15,707   $163,141,291   $(126,420,517)  $39,300,419 

 

For the Three Months Ended March 31, 2023

 

   Shares   Amount   Capital   Deficit (1)   Equity 
   Common Stock   Additional Paid-in   Accumulated   Total Stockholders’ 
   Shares   Amount   Capital   Deficit (1)  Equity 
Balance December 31, 2022, as adjusted   13,107,149   $13,108   $160,800,263   $(146,495,831)  $     14,317,540 
Issuance of common stock, net of offering cost / At-the-market offering   301,154    301    508,482    -    508,783 
Stock-based compensation   391,442    391    531,226    -    531,617 
Net income   -    -    -    4,965,468   4,965,468
Balance March 31, 2023   13,799,745   $13,800   $161,839,971   $(141,530,363)  $20,323,408 

 

  (1) Includes an adjustment to the opening balance of $4,986,377 resulting from a change in accounting principle. See Note 4 for further details.

 

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

 

6
 

 

BTCS Inc.

Statements of Cash Flows

(Unaudited)

 

           
   For the Three Months Ended 
   March 31, 
   2024   2023 
         
Net Cash flows used from operating activities:          
Net income  $12,256,586   $4,965,468
Adjustments to reconcile net income to net cash used in operating activities:          
Depreciation expense   1,495    1,153 
Stock-based compensation   878,042    531,617 
Blockchain infrastructure revenue   (385,773)   (311,508)
Change in fair value of warrant liabilities   -    285,000 
Realized gains on crypto assets transactions   (10,687)   (7,554)
Change in unrealized (appreciation) depreciation on crypto assets   (13,102,667)   (6,293,207)
Changes in operating assets and liabilities:          
Stablecoins   6,247    - 
Prepaid expenses and other current assets   30,841    30,278 
Receivable for capital shares sold   291,440    - 
Accounts payable and accrued expenses   (28,865)   (34,773)
Accrued compensation   (705,673)   (292,506)
Net cash used in operating activities   (769,014)   (1,126,032)
           
Cash flows from investing activities:          
Purchase of productive crypto assets for validating   (18,719)   (134,019)
Sale of productive crypto assets   -    47,543 
Net cash provided by (used in) investing activities   (18,719)   (86,476)
           
Cash flow from financing activities:          
Net proceeds from issuance common stock/ At-the-market offering   -    508,783 
Net cash provided by financing activities   -    508,783 
           
Net (decrease)/increase in cash   (787,733)   (703,725)
Cash, beginning of period   1,458,327    2,146,783 
Cash, end of period  $670,594   $1,443,058 

 

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

 

7
 

 

BTCS Inc.

Notes to Unaudited Condensed Financial Statements

 

Note 1 - Business Organization and Nature of Operations

 

BTCS Inc. (“BTCS” or the “Company”), a Nevada corporation listed on Nasdaq, has operated in the blockchain technology sector since 2014 with a primary focus on blockchain infrastructure. The Company secures and operates validator nodes (as a “Validator”) on various proof-of-stake (“PoS”) and delegated proof-of-stake (“dPoS”) based blockchain networks earning native token rewards by staking our proof-of-stake crypto assets (also referred to “cryptocurrencies”, “crypto”, “crypto assets”, “digital assets”, or “tokens”), with an emphasis on Ethereum.

 

The Company’s non-custodial Staking-as-a-Service (“StaaS”) business allows crypto asset holders to earn staking rewards by participating in network consensus mechanisms through staking (or “delegating”) their crypto assets to BTCS-operated validator nodes (or “nodes”). As a non-custodial Validator, BTCS may charge a validator node fee, typically determined as a percent of the crypto asset rewards earned on crypto assets delegated to its node, creating the opportunity for potential scalable revenue and business growth with limited additional costs.

 

The internally developed “StakeSeeker” platform is a personal finance software that allows crypto asset holders to monitor and analyze their portfolios across exchanges and wallets. It includes tracking capabilities utilizing application programming interfaces (APIs) as well as educational features, offering users guidance on the delegation of their crypto assets to our non-custodial validator nodes, along with the ability to monitor such delegation activities through data analysis. StakeSeeker is an informational monitoring tool and does not facilitate trading, delegation or custody of crypto assets on the platform.

 

The Company developed “Builder+”, an Ethereum block builder (“Builder”) that utilizes algorithms to optimize block construction for on-chain validation and maximize revenue.

 

The Company’s business is subject to various risks, including regulatory uncertainties, crypto asset price volatility, and the adoption of blockchain technology. Future success depends on the growth of the crypto asset market and the Company’s ability to effectively grow its StaaS and blockchain infrastructure operations.

 

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, 2024 are not necessarily indicative of results for the full year ended December 31, 2023. The unaudited condensed financial statements and notes should be read in conjunction with the financial statements and notes for the year ended December 31, 2023.

 

Reclassifications

 

Certain prior period amounts have been reclassified in order to conform with the current period presentation in the unaudited condensed financial statements and accompanying notes. The reclassifications did not have a material impact on the Company’s unaudited condensed financial statements and related disclosures. The impact on any prior period disclosures was immaterial.

 

8
 

 

Note 3 - Summary of Significant Accounting Policies

 

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2023 Annual Report.

 

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, 2024 and December 31, 2023, the Company had approximately $670,000 and $1,458,000 in cash. 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, 2024 and December 31, 2023, the Company had approximately $144,000 and $933,000 in excess of the FDIC insured limit, respectively.

 

Stablecoins

 

The Company holds stablecoins, such as USDT (Tether) and USDC (USD Coin), which are crypto assets that are pegged to the value of one U.S. dollar. Our stablecoins are typically held in secure digital wallets or on crypto asset exchanges. The Company acquires and holds stablecoins primarily to facilitate crypto asset transactions, including, but not limited to, payments to third-party vendors.

 

The Company accounts for its stablecoins as indefinite-lived intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other. While not accounted for as cash or cash equivalents, these stablecoins are considered a liquidity resource.

 

Crypto Assets

 

Fair Value Measurement

 

The Company’s accounts for the fair value measurement for its crypto assets in accordance with ASC 820, Fair Value Measurement. ASC 820 defines fair value as 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. It requires the Company to assume that its crypto assets are sold in their principal market or, in the absence of a principal market, the most advantageous market.

 

Kraken serves as the principal market for the Company’s crypto assets, being the Company’s primary cryptocurrency exchange for both purchases and sales. Coinbase is designated as the secondary principal market. This determination results from a comprehensive evaluation considering various factors, including compliance, trading activity, and price stability.

 

The fair value of crypto assets is primarily determined based on pricing data obtained from Kraken, the Company’s principal market. In the absence of Kraken data, pricing from Coinbase serves as a secondary source.

 

While Kraken is designated as the primary exchange, the Company retains flexibility to conduct cryptocurrency transactions on other exchanges where it maintains accounts. This flexibility allows the Company to adapt to changing market conditions and explore alternative platforms when necessary to ensure cost-effective execution and fair value measurement using the most advantageous market.

 

The selection of Kraken as the principal market reflects the Company’s commitment to informed decision-making and achieving the most accurate representation of fair value for its crypto assets. Regular reviews ensure alignment with the Company’s objectives and cryptocurrency market dynamics.

 

9
 

 

Accounting for Crypto Assets

 

The cost basis of the Company’s crypto assets is initially recorded at their fair value using the last close price of the day in the UTC (Coordinated Universal Time) time zone on the date of receipt.

 

Crypto assets are measured at their fair respective fair market values at each reporting period end on the balance sheets and classified as either ‘Staked Crypto Assets’ or ‘Crypto Assets’ to distinguish their nature within the respective balances. Staked crypto assets are presented as current assets if their lock-up periods are less than 12 months, and as long-term other assets if the lock-up extends beyond one year. The majority of our crypto assets are staked, typically with lock-up periods of less than 21 days, and are considered current assets in accordance with ASC 210-10-20, Balance Sheet, due to the Company’s ability to sell them in a liquid marketplace, as we have a reasonable expectation that they will be realized in cash or sold or consumed during the normal operating cycle of our business to support operations when needed.

 

The classification of purchases and sales in the statements of cash flows is determined based on the nature of the crypto assets, which can be categorized as ‘productive’ (i.e. acquired for purposes of staking) or ‘non-productive’ (e.g. bitcoin). Acquisitions of non-productive crypto assets are treated as operating activities, while acquisitions of productive crypto assets are classified as investing activities in accordance with ASC 230-10-20, Investing activities. Productive crypto assets staked with lock-up periods of less than 12 months are listed as current assets in the ‘Staked Crypto Assets’ line item on the balance sheet. Staked crypto assets with lock-up periods exceeding 12 months are categorized as long-term other assets. Non-productive crypto assets are included in the ‘Crypto Assets’ line item on the balance sheet.

 

Effective January 1, 2023, the Company has elected to early adopt ASU No. 2023-08, resulting in a material change in accounting principle related to the Company’s accounting treatment of crypto assets. The impacts of the change in accounting principle are discussed further in Note 4.

 

The Company employs the specific identification method to determine the cost basis of our assets for the computation of gains and losses, in accordance with ASC 350-60-50-2a. This method involves identifying and using the actual cost of each individual asset sold or disposed of to calculate the gain or loss on its sale. Realized gain (loss) on sale of crypto assets are included in other income (expense) in the statements of operations. The Company recorded realized gains (losses) on crypto assets of approximately $11,000 and $8,000 during the three months ended March 31, 2024 and 2023, respectively.

 

10
 

 

Revenue Recognition

 

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

 

  Step 1: Identify the contract with the customer
  Step 2: Identify the performance obligations in the contract
  Step 3: Determine the transaction price
  Step 4: Allocate the transaction price to the performance obligations in the contract
  Step 5: Recognize revenue when the Company satisfies a performance obligation

 

Revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company generates revenue through 1) staking rewards generated from its blockchain infrastructure operations, and 2) gas fees earned from successful Ethereum block building through Builder+. These revenues are collectively termed ‘Blockchain infrastructure revenues’ in the statements of operations.

 

The transaction consideration the Company receives - the crypto asset awards and gas fees - are a non-cash consideration, which the Company measures at fair value on the date received.

 

Blockchain Infrastructure

 

The Company engages in network-based smart contracts by running its own crypto asset validator nodes as well as by staking (or “delegating”) crypto assets directly to both its own validator nodes and nodes run by third-party operators. Through these contracts, the Company provides crypto assets to stake to a node for the purpose of validating transactions and adding blocks to a respective blockchain network. The term of a smart contract can vary based on the rules of the respective blockchain and typically last from a few days to several weeks after it is cancelled (or “un-staked”) by the delegator and requires that the staked crypto assets remain locked up during the duration of the smart contract.

 

In exchange for staking the crypto assets and validating transactions on blockchain networks, the Company is entitled to all of the fixed crypto asset awards earned from the network when delegating to the Company’s own node and is entitled to a fractional share of the fixed crypto asset awards a third-party node operator receives (less crypto asset transaction fees payable to the node operator, which are immaterial and are recorded as a deduction from revenue), for successfully validating or adding a block to the blockchain. The Company’s fractional share of awards received from delegating to a third-party validator node is proportionate to the crypto assets staked by the Company compared to the total crypto assets staked by all Delegators to that node at that time.

 

On certain blockchain networks on which the Company operates a validator node, the Company earns a validator node fee (“Validator Fee”), determined as a node operator’s published percentage of the crypto asset rewards earned on crypto assets delegated to its node.

 

Token rewards earned from staking, as well as tokens earned as Validator Fees, are calculated and distributed directly to BTCS digital wallets by the blockchain networks as part of their consensus mechanisms.

 

11
 

 

The provision of validating blockchain transactions is an output of the Company’s ordinary activities. Each separate block creation or validation under a smart contract with a network represents a performance obligation. The satisfaction of the performance obligation for processing and validating blockchain transactions occurs at a point in time when confirmation is received from the network indicating that the validation is complete, and the awards are available for transfer. At that point, revenue is recognized.

 

Ethereum Block Building (Builder+)

 

The Company participates in the Ethereum blockchain network by engaging in the construction of blocks (“block building”) containing strategically bundled transactions from the Ethereum mempool and from searchers who connect to the Company’s endpoint with the intent of the Company’s builder proposing their transactions. Revenue recognition for these activities, conducted through Builder+, entails the recognition of gas fees (or “transaction fees”) earned in exchange for successfully constructing blocks of bundled transactions and having these blocks selected and proposed by a validator to the Ethereum network for validation.

 

These gas fees are earned as a direct result of the Company’s fulfillment of its performance obligations, which include the construction of blocks by bundling transactions to maximize the value of the included fees and the proposal of that block to a Validator. Each constructed block under a smart contract with the Ethereum network signifies a distinct performance obligation.

 

As part of the block construction and proposal process, the Company’s Builder purchases block space through a fixed non-negotiable fee paid to a Validator (a “Validator Payment”) embedded in each proposed block. The Validator Payment, predetermined by the Builder, is paid to Validators as compensation for selecting and proposing the Company’s block to the network for validation. The Validator Payment is intrinsically linked to the Company’s performance obligations and is only disbursed when a block constructed by the Builder is selected by a Validator, proposed, and successfully finalized on the Ethereum network. It represents a direct and fixed pre-determined cost.

 

The satisfaction of the performance obligation occurs at a point in time when the constructed block is proposed by a Validator and successfully finalized on the Ethereum network. At this juncture, the Company has fulfilled its obligations, and the gas fees associated with the transactions included in the block become available and are transferred to the Company’s digital wallet, simultaneous with the disbursement of the related Validator payment.

 

The Company recognizes revenue, reflecting the fair value of the total gas fees earned from the constructed block net of the related Validator Payments disbursed. For the three months ended March 31, 2024 this resulted in the recognition of negative revenue, as Validator Payments exceed the total value of the gas fees associated with proposed blocks.

 

12
 

 

The following table summarizes the revenues earned from the Company’s operations for the three months ended March 31, 2024 and 2023.

 

   2024   2023 
   For the Three Months Ended March 31, 
   2024   2023 
Revenues from blockchain infrastructure operations          
Staking to BTCS nodes  $343,911   $260,708 
Staking to third-party nodes   74,442    50,800 
Builder+   (32,580)   - 
Total revenues  $385,773   $311,508 

 

The following tables detail the native token rewards and their respective fair market value recognized as revenue for the three months ended March 31, 2024 and 2023. The tables differentiate between three sources of revenue: token rewards earned through delegating cryptocurrency assets to validator nodes operated by third parties, and revenue generated from BTCS blockchain infrastructure operations, which includes token rewards earned from staking crypto assets to validator nodes operated by BTCS, Validator Fees calculated as a percentage of rewards earned from crypto assets delegated by third-parties to BTCS nodes, as well as block rewards earned by BTCS Builders.

 

The following tables detail the native token rewards and their respective fair market value recognized as revenue for the three months ended March 31, 2024 and 2023. Revenues are derived from three primary sources: (1) token rewards earned from the delegation of cryptocurrency assets to third-party validator nodes; (2) token rewards derived from BTCS-operated validator nodes, which include staking of the Company’s crypto assets to BTCS nodes as well as Validator Fees earned from third parties asset delegations to our nodes; and (3) net block rewards accrued generated by BTCS Builders.

 

Crypto assets earned from BTCS validator nodes

 

   For the Three Months Ended March 31, 
   2024   2023 
Asset  Token Rewards   Revenue ($USD)   Token Rewards   Revenue ($USD) 
Ethereum (ETH)   65   $188,078    98   $154,634 
Cosmos (Atom)   11,166   $121,074    5,980   $75,469 
Akash (AKT)   4,575   $18,746    2,807   $1,045 
Kava (KAVA)   6,292   $5,252    13,008   $11,735 
NEAR Protocol (NEAR)   714   $4,422    1,022   $2,111 
Mina (MINA)   2,880   $3,646    5,760   $3,837 
Oasis Network (ROSE)   16,137   $2,218    20,364   $1,196 
Kusama (KSM)   10   $475    273   $9,412 
Tezos (XTZ)   -   $-    1,179   $1,269 
Total earned from BTCS validator nodes       $343,911        $260,708 

 

Crypto assets earned from Ethereum block building through Builder+

 

   For the Three Months Ended March 31, 
   2024   2023 
Asset  Token Rewards   Revenue ($USD)   Token Rewards   Revenue ($USD) 
Ethereum (ETH)   (12)  $(32,580)   -   $- 
Total earned from Ethereum block building through Builder+       $(32,580)       $          - 

 

Crypto assets earned from staking to third-party validator nodes

 

   For the Three Months Ended March 31, 
   2024   2023 
Asset  Token Rewards   Revenue ($USD)   Token Rewards   Revenue ($USD) 
Axie Infinity (AXS)   5,381   $48,322    4,452   $40,028 
Solana (SOL)   119   $15,372    121   $2,531 
Polygon (MATIC)   6,230   $5,731    5,981   $6,737 
Polkadot (DOT)   360   $2,957    246   $1,504 
Evmos (EVMOS)   11,426   $940    -   $- 
Cardano (ADA)   1,289   $753    -   $- 
Tezos (XTZ)   318   $367    -   $- 
Total earned from staking to third-party validator nodes       $74,442        $50,800 
Total revenue earned       $385,773        $311,508 

 

13
 

 

Cost of Revenues

 

The Company’s cost of revenues related to its blockchain infrastructure operations primarily includes direct production costs associated with transaction validation on the network, cloud-based server hosting expenses related to our validator nodes and Builders, and allocated employee salaries dedicated to node maintenance and support. Additionally, the cost of revenues encompasses fees paid to third parties for their assistance in software maintenance and node operations. These costs directly related to the production of revenues are collectively termed ‘Blockchain infrastructure expenses’ in the statements of operations.

 

The following table further details the costs of revenues for the three months ended March 31, 2024 and 2023.

 

   2024   2023 
   For the Three Months Ended March 31, 
   2024   2023 
Cost of staking revenues  $51,953   $82,014 
Cost of Builder revenues   43,059    - 
Total cost of revenues  $95,012   $82,014 

 

Internally Developed Software

 

Internally developed software consists of the core technology of the Company’s StakeSeeker platform, which is being designed to allow users to track, monitor and analyze their aggregate cryptocurrency portfolio holdings by connecting their crypto exchanges and digital wallets as well as providing a non-custodial delegation process to earn staking rewards on crypto asset holdings. For internally developed software, the Company uses both its own employees as well as the services of external vendors and independent contractors. The Company accounts for computer software used in the business in accordance with ASC 985-20 and ASC 350.

 

ASC 985-20, Software-Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed, requires that software development costs incurred in conjunction with product development be charged to research and development expense until technological feasibility is established. Thereafter, until the product is released for sale, software development costs must be capitalized and reported at the lower of unamortized cost or net realizable value of the related product. Some companies use a “tested working model” approach to establishing technological feasibility (i.e., beta version). Under this approach, software under development will pass the technological feasibility milestone when the Company has completed a version that contains essentially all the functionality and features of the final version and has tested the version to ensure that it works as expected.

 

ASC 350, Intangibles-Goodwill and Other, requires computer software costs associated with internal use software to be charged to operations as incurred until certain capitalization criteria are met. Costs incurred during the preliminary project stage and the post-implementation stages are expensed as incurred. Certain qualifying costs incurred during the application development stage are capitalized as property, equipment and software. These costs generally consist of internal labor during configuration, coding, and testing activities. Capitalization begins when (i) the preliminary project stage is complete, (ii) management with the relevant authority authorizes and commits to the funding of the software project, and (iii) it is probable both that the project will be completed and that the software will be used to perform the function intended.

 

14
 

 

Property and Equipment

 

Property and equipment consists of computer, equipment and office furniture and fixtures, all of which are recorded at cost. Depreciation and amortization are recorded using the straight-line method over the respective useful lives of the assets ranging from three to five years. Long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable.

 

Use of Estimates

 

The accompanying financial statements have been prepared in conformity with U.S. GAAP. This requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the period. The Company’s significant estimates and assumptions include the recoverability and useful lives of indefinite life intangible assets, stock-based compensation, and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates, including the carrying amount of the indefinite life intangible assets, could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates and assumptions.

 

Income Taxes

 

The Company recognizes income taxes on an accrual basis based on tax positions taken or expected to be taken in its tax returns. A tax position is defined as a position in a previously filed tax return or a position expected to be taken in a future tax filing that is reflected in measuring current or deferred income tax assets and liabilities. Tax positions are recognized only when it is more likely than not (i.e., likelihood of greater than 50%), based on technical merits, that the position would be sustained upon examination by taxing authorities. Tax positions that meet the more likely than not threshold are measured using a probability-weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. A valuation allowance is established to reduce deferred tax assets if all, or some portion, of such assets will more than likely not be realized. Should they occur, the Company’s policy is to classify interest and penalties related to tax positions as income tax expense. Since the Company’s inception, no such interest or penalties have been incurred.

 

15
 

 

Accounting for Warrants

 

The Company accounts for the issuance of Common Stock purchase warrants issued in connection with the equity offerings in accordance with the provisions of ASC 815, Derivatives and Hedging. The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). In addition, Under ASC 815, registered Common Stock warrants that require the issuance of registered shares upon exercise and do not expressly preclude an implied right to cash settlement are accounted for as derivative liabilities. The Company classifies these derivative warrant liabilities on the balance sheets as a current liability.

 

The Company assessed the classification of Common Stock purchase warrants as of the date of each offering and determined that such instruments originally met the criteria for equity classification; however, as a result of the Company no longer being in control of whether the warrants may be cash settled, the instruments no longer qualify for equity classification. Accordingly, the Company classified the warrants as a liability at their fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised or expired, and any change in fair value is recognized as “change in the fair value of warrant liabilities” in the statements of operations. The fair value of the warrants has been estimated using a Black-Scholes valuation model (see Note 6).

 

Stock-based compensation

 

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation. ASC 718 addresses all forms of share-based payment awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718, awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations.

 

Share-based payment awards exchanged for services are accounted for at the fair value of the award on the estimated grant date.

 

Options

 

Stock options issued under the Company’s long-term incentive plans are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of grant. These options often vest over a one-year period.

 

The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.

 

Restricted Stock Units (RSUs)

 

For awards vesting upon the achievement of a service condition, compensation cost measured on the grant date will be recognized on a straight-line basis over the vesting period. Stock-based compensation expense for the market-based restricted stock units with explicit service conditions is recognized on a straight-line basis over the longer of the derived service period or the explicit service period, regardless of whether the market condition is satisfied. However, in the event that the explicit service period is not met, previously recognized compensation cost would be reversed. Market-based restricted stock units subject to market-based performance targets require achievement of the performance target as well as a service condition in order for these RSUs to vest.

 

The Company estimates the fair value of market-based RSUs as of the grant date and expected derived term using a Monte Carlo simulation that incorporates pricing inputs covering the period from the grant date through the end of the derived service period.

 

16
 

 

Dividends

 

Effective January 27, 2023, the Company’s Board of Directors (the “Board”) approved the issuance of a newly designated Series V Preferred Stock (“Series V”) on a one-for-one basis to the Company’s shareholders (including restricted stock unit holders and warrant holders who were entitled to such distribution). The distribution of Series V shares was approved and completed on June 2, 2023 to shareholders as of the record date of May 12, 2023. The Series V: (i) is non-convertible, (ii) has a 20% liquidation preference over the shares of common stock, (iii) is non-voting and (iv) has certain rights to dividends and distributions (at the discretion of the Board). A total of 14,542,803 shares of Series V Preferred Stock were distributed to shareholders on June 2, 2023. In June 2023, the Series V shares commenced trading on Upstream, a Merj Exchange market (“Upstream”). In November 2023, Upstream announced that it was no longer providing U.S. individuals with the ability to trade on Upstream. All Series V shares owned by U.S investors were returned to the transfer agent.

 

The Company will evaluate the appropriateness of potential future dividends as the Company continues to grow its operations.

 

Advertising Expense

 

Advertisement costs are expensed as incurred and included in marketing expenses. Advertising and marketing expenses amounted to approximately $58,000 and $6,000 for the three months ended March 31, 2024 and 2023, respectively.

 

Net Income (Loss) per Share

 

Basic income (loss) per share is computed by dividing the net income or loss applicable to common shares by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the Company’s restricted stock units, options and warrants. Diluted income (loss) per share excludes the shares issuable upon the conversion of preferred stock, notes and warrants from the calculation of net income (loss) per share if their effect would be anti-dilutive.

 

Recent Accounting Pronouncements

 

In December 2023, the FASB issued ASU No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60), which is intended to improve the accounting for and disclosure of crypto assets. The ASU requires entities to subsequently measure crypto assets that meet specific criteria at fair value, with changes recognized in net income each reporting period. The ASU also the requires specific presentation of cash receipts arising from crypto assets that are received as noncash consideration in the ordinary course of business and are converted nearly immediately into cash. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU No. 2023-08 effective January 1, 2023, which had a material impact to its financial statement and related disclosures, which are further discussed in Note 4.

 

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

 

17
 

 

Note 4 - Changes in Accounting Principle

 

Effective January 1, 2023, the Company has elected to early adopt ASU No. 2023-08, resulting in a material change in accounting principles related to the Company’s accounting treatment of crypto assets.

 

As a result of the adoption of ASU No. 2023-08, crypto assets are recorded at their fair market value on its balance sheet and changes in the fair market value of its crypto assets during reporting periods are recorded within its statements of operations as unrealized appreciation (depreciation). Prior to adopting ASU No. 2023-08, crypto assets were accounted for as intangible assets with an indefinite life in accordance with ASC 350, Intangibles –Goodwill and Other, carrying them at their impaired value and recognizing impairment losses during reporting periods. Adoption of the fair market value guidance contained within ASU No. 2023-08 eliminates the need to calculate impairment losses on crypto assets for the period of adoption and moving forward.

 

The Company elected to early adopt the guidance contained with ASU No. 2023-08 as we believe that the specified changes in financial reporting better reflect the economic realities of the Company’s business model and the value of the crypto assets held, enhancing the transparency and accuracy of the financial statements.

 

The adoption of ASU No. 2023-08 required an adjustment to the Company’s opening Retained Earnings balance as of January 1, 2023, to recognize the cumulative effect of initially applying the change in accounting principle to previous periods. The adjustment accounts for the difference between the December 31, 2022 ending book value of crypto assets and their respective fair market value, which amounted to approximately $4,986,000.

 

Note 5 – Crypto Assets

 

The following table presents the Company’s crypto assets held as of March 31, 2024:

 

Asset  Tokens   Cost   Fair Market Value 
Ethereum (ETH)   7,868   $9,028,622   $28,700,380 
Cosmos (Atom)   281,264    4,964,305    3,455,299 
Solana (SOL)   7,964    548,745    1,613,543 
Avalanche (Avax)   17,842    1,129,281    964,888 
Axie Infinity (AXS)   65,932    1,962,310    726,572 
Polygon (Matic)   512,241    854,336    514,187 
Oasis Network (ROSE)   2,663,766    159,759    366,108 
Kusama (KSM)   7,796    1,427,557    377,395 
Kava (KAVA)   351,685    1,094,552    374,932 
NEAR Protocol (NEAR)   80,981    167,201    591,162 
Akash (AKT)   123,646    64,902    592,956 
Cardano (ADA)   266,543    402,745    173,350 
Mina (MINA)   92,897    67,185    115,192 
Polkadot (DOT)   9,010    142,668    86,858 
Evmos (EVMOS)   357,203    98,344    28,612 
Tezos (XTZ)   26,492    73,686    37,118 
Band Protocol (BAND)   992    1,500    2,223 
Total       $22,187,698   $38,720,775 

 

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Note 6 – Fair Value of Financial Assets and Liabilities

 

The Company measures certain assets and liabilities at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability (i.e., an ‘exit price’) in the principal or most advantageous market in an orderly transaction between market participants at the measurement date.

 

Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

 

Level 1 – Valuations based on unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that are accessible at the measurement date. Since valuations are based on quoted prices that are readily and regularly available in an active market, these valuations do not entail a significant degree of judgment.

 

Level 2 – Valuations based on observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 – Valuations based on inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

 

Financial instruments, including cash and cash equivalents, accounts and other receivables, accounts payable and accrued liabilities are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments.

 

The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of March 31, 2024 and December 31, 2023:

 

   Fair Value Measured at March 31, 2024 
   Total at March 31,   Quoted prices in active markets   Significant other observable inputs   Significant unobservable inputs 
   2024   (Level 1)   (Level 2)   (Level 3) 
Assets                    
Crypto Assets  $38,720,775   $38,720,775   $-   $- 
Investments   100,000    -           -    100,000 
Total Assets  $38,820,775   $38,720,775   $-   $100,000 
Liabilities                    
Warrant Liabilities  $213,750   $-   $-   $213,750 

 

   Fair Value Measured at December 31, 2023 
   Total at December 31,   Quoted prices in active markets   Significant other observable inputs   Significant unobservable inputs 
   2023   (Level 1)   (Level 2)   (Level 3) 
Assets                    
Crypto Assets  $25,202,929   $25,202,929   $      -   $- 
Investments   100,000    -    -    100,000 
Total Assets  $25,302,929   $25,202,929   $-   $100,000 
Liabilities                    
Warrant Liabilities  $213,750   $-   $-   $213,750 

 

The Company did not make any transfers between the levels of the fair value hierarchy during the three months ended March 31, 2024 and 2023.

 

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Level 3 Valuation Techniques

 

Level 3 financial assets consist of private equity investments for which there is no current public market for these securities such that the determination of fair value requires significant judgment or estimation. As of March 31, 2024 and December 31, 2023, the Company’s Level 3 investments were carried at original cost of the investments, with a value of $100,000. The Company has elected to apply the measurement alternative under ASC 321, Investments—Equity Securities, for these investments.

 

Level 3 financial liabilities consist of the warrant liabilities for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation.

 

Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

 

A significant decrease in the volatility or a significant decrease in the Company’s stock price, in isolation, would result in a significantly lower fair value measurement. Changes in the values of the warrant liabilities are recorded in “change in fair value of warrant liabilities” in the Company’s statements of operations.

 

On March 2, 2021, the Company entered into a securities purchase agreement with certain purchasers which closed on March 4, 2021 pursuant to which the Company sold an aggregate of (i) 950,000 shares of Common Stock, and (ii) Common Stock warrants (the “Warrants”) to purchase up to 712,500 shares of Common Stock for gross proceeds of $9.5 million in a private placement offering.

 

The Warrants require, at the option of the holder, a net-cash settlement following certain fundamental transactions (as defined in the Warrants) at the Company. At the time of issuance, the Company maintained control of certain fundamental transactions and as such the Warrants were initially classified in equity. As of March 31, 2024, the Company no longer maintained control of certain fundamental transactions as they did not control a majority of shareholder votes. As such, the Company may be required to cash settle the Warrants if a fundamental transaction occurs which is outside the Company’s control. Accordingly, the Warrants are classified as liabilities. The Warrants have been recorded at their fair value using the Black-Scholes valuation model, and will be recorded at their respective fair value at each subsequent balance sheet date. This model incorporates transaction details such as the Company’s stock price, contractual terms, maturity, risk-free rates, as well as volatility.

 

The Warrants require the issuance of registered shares upon exercise, do not expressly preclude an implied right to cash settlement and are therefore accounted for as derivative liabilities. The Company classifies these derivative warrant liabilities on the balance sheet as a current liability.

 

A summary of quantitative information with respect to the valuation methodology and significant unobservable inputs used for the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy at the date of issuance and, as of March 31, 2024 and December 31, 2023, is as follows:

 

   March 31, 2024   December 31, 2023 
Risk-free rate of interest   4.59%   4.23%
Expected volatility   106.56%   102.81%
Expected life (in years)   1.93    2.18 
Expected dividend yield   -    - 

 

The risk-free interest rate was based on rates established by the Federal Reserve Bank. For the Warrants, the Company estimates expected volatility giving primary consideration to the historical volatility of its Common Stock. The general expected volatility is based on the standard deviation of the Company’s underlying stock price’s daily logarithmic returns. The expected life of the warrants was determined by the expiration date of the warrants. The expected dividend yield was based on the fact that the Company has not historically paid dividends on its Common Stock and does not expect to pay recurring dividends on its Common Stock in the future.

 

20
 

 

The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial assets and liabilities for the Three Months ended March 31, 2024 and 2023, that are measured at fair value on a recurring basis:

 

   Fair Value of Level 3 Financial Assets 
   March 31, 2024   March 31, 2023 
Beginning balance  $100,000    100,000 
Purchases   -    - 
Unrealized appreciation (depreciation)   -    - 
Ending balance  $100,000   $100,000 

 

   Fair Value of Level 3 Financial Liabilities 
   March 31, 2024   March 31, 2023 
Beginning balance  $213,750   $213,750 
Warrant liabilities classification   -    - 
Fair value adjustment of warrant liabilities   -    285,000 
Ending balance  $213,750   $498,750 

 

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Note 7 – Stockholders’ Equity

 

Common Stock

 

The Company received shareholder approval on July 11, 2023 to amend our Articles of Incorporation to increase the number of authorized shares of common stock from 97,500,000 shares to 975,000,000. On July 12, 2023, the Company filed a Certificate of Amendment to the Articles of Incorporation to effectuate the increase of our authorized shares of common stock to 975,000,000.

 

At-The-Market Offering Agreement

 

On September 14, 2021, the Company entered into an At-The-Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as agent (“H.C. Wainwright”), pursuant to which the Company may offer and sell, from time-to-time through H.C. Wainwright, shares of the Company’s Common Stock having an aggregate offering price of up to $98,767,500 (the “Shares”). The Company will pay H.C. Wainwright a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Shares.

 

During the three months ended March 31, 2024, the Company did not sell any shares of Common Stock under the ATM Agreement.

 

Share Based Payments

 

Effective January 19, 2023, The Board of Directors of the Company approved the annual issuance of $50,000 of common stock to each independent director. The shares will be issued in four equal installments ($12,500) at the end of each calendar quarter beginning March 31st, subject to continued service on each applicable issuance date. The number of shares issuable will be based on the closing price of the Company’s common stock on the last trading day prior to the end of the applicable calendar quarter. For the three months ended March 31, 2024, 14,206 shares of common stock were issued to independent directors.

 

For the three months ended March 31, 2024, 414,148 shares of common stock were issued to officers related to payment of 2023 accrued bonus compensation totaling approximately $675,000.

 

Preferred Stock

 

Series V

 

Effective January 27, 2023, the Board approved the issuance of a newly designated Series V Preferred Stock (“Series V”) on a one-for-one basis to the Company’s shareholders (including restricted stock unit holders and warrant holders). The distribution of Series V shares was approved and completed on June 2, 2023 to shareholders as of the record date of May 12, 2023. The Series V: (i) is non-convertible, (ii) has a 20% liquidation preference over the shares of common stock, (iii) is non-voting and (iv) has certain rights to dividends and distributions (at the discretion of the Board of Directors). A total of 14,542,803 shares of Series V Preferred Stock were distributed to shareholders on June 2, 2023.

 

The fair value of the Series V as of the record date, May 12, 2023, amounted to approximately $2,560,000. The Company used a probability valuation model to determine the fair value of the preferred stock.

 

22
 

 

2021 Equity Incentive Plan

 

The Company’s 2021 Equity Incentive Plan (the “2021 Plan”) was effective on January 1, 2021 and approved by shareholders on March 31, 2021 and amended on June 13, 2022. The Company received shareholder approval on July 11, 2023 to increase the authorized amount under the 2021 Plan from 7,000,000 shares to 12,000,000 shares.

 

Options

 

The following weighted-average assumptions were used to estimate the fair value of options granted on the deemed grant date during the three months ended March 31, 2024 and 2023 for the Black-Scholes formula:

 

   Three Months Ended
March 31,
 
   2024   2023 
Exercise price  $-   $0.63 
Term (years)   -    5.00 
Expected stock price volatility   0.00%   152.84%
Risk-free rate of interest   0.00%   3.99%

 

Expected Volatility: The Company uses historical volatility as it provides a reasonable estimate of the expected volatility. Historical volatility is based on the most recent volatility of the stock price over a period of time equivalent to the expected term of the option.

 

Risk-Free Interest Rate: The risk-free interest rate is based on the U.S. treasury zero-coupon yield curve in effect at the time of grant for the expected term of the option.

 

Expected Term: The Company’s expected term represents the weighted-average period that the Company’s stock options are expected to be outstanding. The expected term is based on the expected time to post-vesting exercise of options by employees. The Company uses historical exercise patterns of previously granted options to derive employee behavioral patterns used to forecast expected exercise patterns.

 

For awards vesting upon the achievement of the market conditions which were met at the date of grant, compensation cost measured on the date of grant was immediately recognized. For awards vesting upon the achievement of the market conditions which were not met at the date of grant, compensation cost measured on the grant date will be recognized on a straight-line basis over the vesting period based on estimation using a Monte-Carlo simulation.

 

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A summary of option activity under the Company’s stock option plan for three months ended March 31, 2024 is presented below:

 

   Number of Shares   Weighted Average Exercise Price   Total Intrinsic Value   Weighted Average Remaining Contractual Life (in years) 
Outstanding as of December 31, 2023   1,200,000   $2.12   $8,700    2.4 
Employee options granted   -    -    -    - 
Employee options forfeited   -    -    -    - 
Outstanding as of March 31 ,2024   1,200,000   $2.12   $17,150    2.1 
Options vested and exercisable as of March 31 ,2024   1,145,000   $2.15   $1,300    2.0 

 

RSUs

On December 29, 2023, upon recommendation of the Compensation Committee, the Board of BTCS Inc. approved the grant of 50,000 RSUs to each of its executive officers (Mr. Allen, Mr. Handerhan, Mr. Prevoznik and Mr. Paranjape), effective January 1, 2024. The RSUs granted vest annually over a 5-year period (10,000 per year) with the first vesting date of December 31, 2024 and each subsequent vesting on the one-year anniversary of the first vesting date, subject to continued employment on each applicable vesting date.

 

On January 12, 2024, Messrs. Allen and Handerhan both informed the Compensation Committee, that for personal reasons, they each do not accept, and forfeit, the 50,000 restricted stock units granted to them each by the Company effective January 1, 2024. Subsequently, effective January 12, 2024, the Compensation Committee approved the grant of 50,000 additional RSUs to Mr. Prevoznik and Mr. Paranjape, each, which vest annually over a 5-year period (10,000 per year) with the first vesting date of December 31, 2024 and each subsequent vesting on the one-year anniversary of the first vesting date, subject to continued employment on each applicable vesting date.

 

A summary of the Company’s restricted stock units granted under the 2021 Plan during the three months ended March 31, 2024 are as follows:

 

   Number of Restricted Stock Units  

Weighted Average Grant

Date Fair Value

 
Nonvested at December 31, 2023   1,606,373   $3.25 
Granted   300,000    1.71 
Forfeited   (100,000)   1.63 
Nonvested at March 31, 2024   1,806,373   $3.09 

 

Stock Based Compensation

 

Stock-based compensation expense is recorded as a part of selling, general and administrative expenses, compensation expenses and cost of revenues. Stock-based compensation expense for the three months ended March 31, 2024 and 2023 was as follows:

 

   2024   2023 
  

For the Three Months

Ended March 31,

 
   2024   2023 
Employee stock option awards  $9,280   $3,307 
Employee restricted stock unit awards   239,146    267,338 
Non-employee restricted stock awards   -    15,908 
Stock-based compensation  $248,426   $286,553 

 

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Note 8 – Accrued Expenses

 

Accrued expenses consist of the following:

 

   March 31, 2024   December 31, 2023 
Accrued compensation  $6,419   $712,092 
Accounts payable and accrued expenses   26,193    55,058 
Accrued Expenses  $32,612   $767,150 

 

Accrued compensation includes approximately $0 and $710,000 related to performance bonus accruals as of March 31, 2024 and December 31, 2023, respectively.

 

Note 9 – Employee Benefit Plans

 

The Company maintains defined contribution benefit plans under Section 401(k) of the Internal Revenue Code covering substantially all qualified employees of the Company (the “401(k) Plan”). Under the 401(k) Plan, the Company may make discretionary contributions of up to 100% of employee contributions. For the three months ended March 31, 2024 and 2023, the Company made contributions to the 401(k) Plan of $109,000 and $95,000, respectively.

 

Note 10 – Liquidity

 

The Company follows “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

 

As reflected in the financial statements, the Company has historically incurred a net loss and has an accumulated deficit of approximately $126,421,000 at March 31, 2024, and net cash used in operating activities of approximately $769,000 for the reporting period then ended. The Company is implementing its business plan and generating revenue; however, the Company’s cash position and liquid crypto assets are sufficient to support its daily operations over the next twelve months.

 

Note 11 – Subsequent Events

 

The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements other than disclosed.

 

On April 11, 2024, the Board of Directors of the Company, upon recommendation of the Compensation Committee, approved a performance based Annual Cash Incentive Plan for the Company’s executives for fiscal year 2024. If an executive meets their performance milestones, the executive will receive a bonus, payable in cash and/or equity at the discretion of the Board, in an amount up to 163% to 195% of the applicable executive’s base salary, as detailed below:

 

  Charles Allen, the Company’s Chief Executive Officer, is eligible to receive up to 195% of his base salary. Mr. Allen’s current base salary is $429,933;
  Michal Handerhan, the Company’s Chief Operating Officer, is eligible to receive up to 179% of his base salary. Mr. Handerhan’s base salary is $300,307;
  Michael Prevoznik, the Company’s Chief Financial Officer, is eligible to receive up to 163% of his base salary. Mr. Prevoznik’s base salary is $245,706;
  Manish Paranjape, the Company’s Chief Technology Officer is eligible to receive up to 163% of his base salary. Mr. Paranjape’s base salary is $245,706.

 

25
 

 

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

 

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our historical financial statements and the notes to those statements that appear elsewhere in this report. Certain statements in the discussion contain forward-looking statements based upon current expectations that involve risks and uncertainties, such as plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those discussed in the Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2023. When we refer to the “2024 Quarter” and the “2023 Quarter” we are referring to the three months ended March 31, 2024 and March 31, 2023, respectively.

 

Company Overview

 

BTCS Inc. is a Nasdaq listed company operating in the blockchain technology sector since 2014 and is one of the only U.S. publicly traded companies with a primary focus on proof-of-stake blockchain infrastructure. Our core focus is on driving scalable growth through a diverse range of business streams leveraging and built on top of our core and proven blockchain infrastructure operations.

 

Blockchain Infrastructure

 

The Company operates validator nodes on various delegated proof-of-stake and proof-of-stake based blockchain networks, with an emphasis on Ethereum. We earn native token rewards by validating transactions across various blockchain networks by staking our crypto assets on validator nodes operated by BTCS and third parties.

 

Our evaluation of blockchain networks involves comprehensive due diligence procedures, including assessments of blockchain quality, reward potential, and the technical challenges associated with running validator nodes. Criteria for assessing blockchain quality encompass factors such as i) market and on-chain statistics, ii) liquidity, iii) potential blockchain utility, iv) history and milestones, v) growth and development roadmap, vi) use cases, vii) community interest, vii) quality of documentation, viii) decentralization, and ix) any other publicly available information.

 

StakeSeeker – Staking-as-a-Service

 

BTCS’s Staking-as-a-Service (“StaaS”) business model allows for crypto asset holders to earn token rewards by participating in network consensus mechanisms through staking and delegating their crypto assets to Company operated validator nodes. As a non-custodial validator operator, the Company receives a percentage of a crypto asset holders’ staking rewards generated as a validator node fee, for our ministerial role in hosting the validator node. This creates an opportunity for scalable revenue and business growth with limited additional costs. The Company’s StaaS strategy provides a more accessible and cost-effective alternative for crypto asset holders to participate in blockchain networks’ consensus mechanisms, promoting the growth and adoption of blockchain technology.

 

The Company’s internally-developed “StakeSeeker” platform is a personal finance software and education center with a comprehensive crypto dashboard for crypto asset holders to connect, monitor, track, and analyze their crypto portfolios across exchanges and wallets in a single analytics platform. The StakeSeeker dashboard reads user data from digital wallets and utilizes application programming interfaces (APIs) to read data from crypto exchanges and does not allow for the trading or custody of crypto assets. StakeSeeker’s Stake Hub functions as an educational center, offering users guidance on the delegation of their crypto assets to our non-custodial validator nodes, along with the ability to monitor such delegation activities through data analysis. StakeSeeker does not provide or facilitate direct, crypto asset delegation or transaction execution on our platform. The Stake Hub’s primary role is to offer instructional support and tracking capabilities. There is no active process for crypto asset delegation through the Stake Hub dashboard; it is primarily a monitoring tool. Crypto asset holders are able to delegate to our validator nodes without signing up for our StakeSeeker platform; conversely, crypto asset holders can delegate to validator nodes not operated by the Company and sign up for StakeSeeker to utilize our software and data analytics. The StakeSeeker platform is currently free-to-use for registered users and is not currently generating revenue. The Company is not a broker-dealer or an investment advisor and does not provide any such related services.

 

26
 

 

A StaaS provider maintains a ministerial role in validating transactions on a given dPoS network on behalf of its Delegators by (1) using open-source software to stake the relevant crypto assets; (2) monitoring and maintaining the nodes it is operating to ensure the computers remain online to validate transactions; and (3) verifying transactions on the network when required.

 

As a non-custodial StaaS provider, we do not hold or take possession of any Delegator funds, crypto assets, or crypto asset rewards at any point during the staking or delegation process. Delegation does not involve the transfer of crypto asset ownership to a Validator. During the process of staking, delegated crypto assets remain in the Delegator’s digital wallets. The blockchain network calculates rewards earned, which are then distributed directly to the Delegator’s wallet (not BTCS). At no point does the Validator gain access, control, or custody of the original staked crypto assets or the earned crypto rewards through staking to its node. Therefore, the Company does not have any exposure to the custodial risks that a crypto exchange would have related to excessive redemptions or withdrawals of crypto assets, suspension of redemptions, or withdrawals. Further, we do not issue or hold crypto assets on behalf of third parties and have no exposure to the risks an exchange would have with respect to loans, rehypothecation, or margin.

 

The following table details the blockchain networks on which BTCS operates nodes that support third-party delegations as part of our staking-as-a-service operations, including the amount of third-party crypto assets delegated to our non-custodial validator nodes, as of March 31, 2024:

 

  Validator Fee  Delegated Crypto Assets  Delegated Crypto Assets 
Blockchain Network  Percentage %  (Native Tokens)  ($USD) 
Cosmos  5%*  118,000 ATOM  $1,450,005 
Akash  5%*  180,000 AKT  $864,591 
Oasis  0%  1,937,000 ROSE  $266,236 
Avalanche  2%*  70,000 AVAX  $3,797,291 
Kava  5%*  29,000 KAVA  $31,091 
Total        $6,409,214 

 

* indicates the minimum required by the blockchain network.

 

Builder+ – Ethereum Block Building

 

In January 2024, we introduced “Builder+”, an Ethereum block builder. Builder+ utilizes algorithms to construct optimized blocks for on-chain validation. While we anticipate scalable revenue from Builder+, it may not materialize in the near future under current interpretations of ASC 606, “Revenue from Contracts with Customers,” as described in Note 3 to our financial statements.

 

   For the Three Months Ending 
   March 31, 2024 
Gas fees earned from blocks proposed  $33,033 
Validator payments for block space   (65,613)
Revenue earned from Ethereum block building through Builder+  $(32,580)

 

The Company aims to maximize the value of gas fees earned by increasing block production while minimizing Validator Payments required for purchasing block space from validators to propose blocks to the Ethereum network.

 

ChainQ – AI Analytics

 

ChainQ is an AI-powered blockchain data and analytics platform, designed to allow users to query real-time and historical on-chain blockchain data. Through comprehensive indexing of public blockchain data from our Blockchain Infrastructure operations, ChainQ is intended to provide an intuitive and straightforward platform for users to access on-chain data. ChainQ is currently under development with target beta release in 2024.

 

27
 

 

Crypto Assets

 

The tables below detail BTCS’s quarterly crypto asset holdings as of the 2023 Quarter through the 2024 Quarter.

 

Crypto Assets Held at Period End

 

Asset  2023 Q1   2023 Q2   2023 Q3   2023 Q4   2024 Q1 
Ethereum (ETH)   8,524    7,833    7,748    7,815    7,868 
Cardano (ADA)   262,860    263,293    264,751    265,254    266,543 
Kusama (KSM)   6,767    6,946    7,246    7,313    7,796 
Tezos (XTZ)   74,765    25,375    25,760    26,174    26,492 
Solana (SOL)   7,493    7,621    7,752    7,845    7,964 
Polkadot (DOT)   7,526    7,882    8,284    8,650    9,010 
Cosmos (ATOM)   102,298    243,472    256,784    270,098    281,264 
Polygon (MATIC)   486,806    492,965    499,548    506,010    512,241 
Avalanche (AVAX)   17,178    17,824    17,824    17,842    17,842 
Axie Infinity (AXS)   46,482    50,955    55,584    60,552    65,932 
Kava (KAVA)   304,968    315,362    327,862    345,394    351,685 
Band Protocol (BAND)   992    992    992    992    992 
Mina (MINA)   79,937    81,377    84,257    90,017    92,897 
Oasis Network (ROSE)   2,569,991    2,600,279    2,626,600    2,647,629    2,663,766 
Akash (AKT)   110,213    113,063    115,735    119,071    123,646 
NEAR Protocol (NEAR)   75,724    77,389    79,067    80,267    80,981 
Evmos (EVMOS)   -    295,422    322,693    345,777    357,203 

 

Fair Market Value of Crypto Assets at Period End

 

Asset  2023 Q1   2023 Q2   2023 Q3   2023 Q4   2024 Q1 
Ethereum (ETH)  $15,530,133   $15,141,859   $12,948,491   $17,829,264   $28,700,380 
Cardano (ADA)   104,861    75,553    67,259    157,615    173,350 
Kusama (KSM)   236,070    175,352    138,166    329,353    377,395 
Tezos (XTZ)   83,614    20,452    17,569    26,379    37,118 
Solana (SOL)   158,625    144,010    165,849    796,327    1,613,543 
Polkadot (DOT)   47,720    40,763    34,009    70,879    86,858 
Cosmos (ATOM)   1,144,459    2,261,411    1,859,407    2,860,870    3,455,299 
Polygon (MATIC)   544,815    325,857    266,400    491,138    514,187 
Avalanche (AVAX)   304,341    231,941    164,759    687,713    964,888 
Axie Infinity (AXS)   389,893    302,966    254,967    535,546    726,572 
Kava (KAVA)   270,486    305,501    207,289    301,429    374,932 
Band Protocol (BAND)   1,857    1,260    1,121    2,174    2,223 
Mina (MINA)   62,101    39,579    32,095    122,007    115,192 
Oasis Network (ROSE)   156,698    128,686    109,516    363,571    366,108 
Akash (AKT)   34,510    63,311    94,686    291,574    592,956 
NEAR Protocol (NEAR)   150,854    107,088    89,660    293,204    591,162 
Evmos (EVMOS)   -    26,069    24,089    43,886    28,612 
Total   19,221,037    19,391,658    16,475,332    25,202,929    38,720,775 
QoQ Change   53%   1%   -15%   53%   54%
YoY Change   -54%   63%   11%   101%   101%

 

Prices of Crypto Assets at Period End*

 

Asset  2023 Q1   2023 Q2   2023 Q3   2023 Q4   2024 Q1 
Ethereum (ETH)  $1,822   $1,933   $1,671   $2,281   $3,648 
Cardano (ADA)   0.40    0.29    0.25    0.59    0.65 
Kusama (KSM)   34.89    25.24    19.07    45.04    48.41 
Tezos (XTZ)   1.12    0.81    0.68    1.01    1.40 
Solana (SOL)   21.17    18.90    21.40    101.51    202.60 
Polkadot (DOT)   6.34    5.17    4.11    8.19    9.64 
Cosmos (ATOM)   11.19    9.29    7.24    10.59    12.28 
Polygon (MATIC)   1.12    0.66    0.53    0.97    1.00 
Avalanche (AVAX)   17.72    13.01    9.24    38.54    54.08 
Axie Infinity (AXS)   8.39    5.95    4.59    8.84    11.02 
Kava (KAVA)   0.89    0.97    0.63    0.87    1.07 
Band Protocol (BAND)   1.87    1.27    1.13    2.19    2.24 
Mina (MINA)   0.78    0.49    0.38    1.36    1.24 
Oasis Network (ROSE)   0.06    0.05    0.04    0.14    0.14 
Akash (AKT)   0.31    0.56    0.82    2.45    4.80 
NEAR Protocol (NEAR)   1.99    1.38    1.13    3.65    7.30 
Evmos (EVMOS)        0.09    0.07    0.13    0.08 

 

* The prices have been rounded to the nearest whole dollar for prices above $100

 

28
 

 

Crypto Asset Rewards

 

The tables below detail BTCS’s quarterly crypto assets earned during the 2023 Quarter through the 2024 Quarter.

 

Crypto assets earned from BTCS validator nodes

 

Asset  2023 Q1   2023 Q2   2023 Q3   2023 Q4   2024 Q1 
Ethereum (ETH)   98    108    85    67    65 
Cosmos (ATOM)   5,980    10,662    13,312    13,314    11,166 
Akash (AKT)   2,807    2,851    2,671    3,337    4,575 
Kava (KAVA)   13,008    10,394    12,500    17,532    6,292 
NEAR Protocol (NEAR)   1,022    1,665    1,606    1,200    714 
Mina (MINA)   5,760    1,440    2,880    5,760    2,880 
Oasis Network (ROSE)   20,364    30,287    26,321    21,029    16,137 
Kusama (KSM)   273    180    300    67    10 
Avalanche (AVAX)   -    646    -    18    - 
Evmos (EVMOS)   -    32,236    27,271    30,084    - 
Tezos (XTZ)   1,179    435    385    414    - 

 

Crypto assets earned from Ethereum block building through Builder+

 

Asset  2023 Q1   2023 Q2   2023 Q3   2023 Q4   2024 Q1 
Ethereum (ETH)   -    -    -    -    (12)

 

Crypto assets earned from staking to third-party validator nodes

 

Asset  2023 Q1   2023 Q2   2023 Q3   2023 Q4   2024 Q1 
Axie Infinity (AXS)   4,452    4,474    4,629    4,967    5,381 
Solana (SOL)   121    128    131    93    119 
Polygon (MATIC)   5,981    6,158    6,276    6,462    6,230 
Polkadot (DOT)   246    356    402    366    360 
Evmos (EVMOS)   -    -    -    -    11,426 
Cardano (ADA)   -    433    1,458    503    1,289 
Tezos (XTZ)   -    -    -    -    318 

 

Fair Market Value of Crypto Asset Rewards Earned Recognized as Revenue

 

The tables below detail the fair market value of BTCS’s quarterly crypto assets earned as revenue during the 2023 Quarter through the 2024 Quarter.

 

Revenue earned from BTCS validator nodes

 

Asset  2023 Q1   2023 Q2   2023 Q3   2023 Q4   2024 Q1 
Ethereum (ETH)  $154,634   $201,121   $151,699   $131,903   $188,078 
Cosmos (ATOM)   75,469    109,787    106,982    116,726    121,074 
Akash (AKT)   1,045    1,159    2,263    5,341    18,746 
Kava (KAVA)   11,735    9,351    9,523    13,033    5,252 
NEAR Protocol (NEAR)   2,111    2,841    2,050    1,834    4,422 
Mina (MINA)   3,837    1,070    1,234    4,818    3,646 
Oasis Network (ROSE)   1,196    1,735    1,183    1,688    2,218 
Kusama (KSM)   9,412    4,960    6,416    1,193    475 
Avalanche (AVAX)   -    8,403    -    714    - 
Evmos (EVMOS)   -    5,862    2,016    2,929    - 
Tezos (XTZ)   1,269    432    288    337    - 
Total revenue earned from BTCS validator nodes  $260,708   $346,721   $283,654   $280,516   $343,911 

 

Revenue earned from Ethereum block building through Builder+

 

Asset  2023 Q1   2023 Q2   2023 Q3   2023 Q4   2024 Q1 
Ethereum (ETH)  $         -   $       -   $-   $-   $(32,580)
Total revenue earned from Ethereum block building through Builder+  $-   $-   $-   $-   $(32,580)

 

Revenue earned from staking to third-party validator nodes

 

Asset  2023 Q1   2023 Q2   2023 Q3   2023 Q4   2024 Q1 
Axie Infinity (AXS)  $40,028   $29,313   $23,755   $34,595   $48,322 
Solana (SOL)   2,531    2,581    2,860    3,620    15,372 
Polygon (MATIC)   6,737    5,057    3,676    5,143    5,731 
Polkadot (DOT)   1,504    1,957    1,898    1,999    2,957 
Evmos (EVMOS)   -    -    -    -    940 
Cardano (ADA)   -    124    399    252    753 
Tezos (XTZ)   -    -    -    -    367 
Total revenue earned from staking to third-party validator nodes  $50,800   $39,032   $32,588   $45,609   $74,442 
Total revenue earned  $311,508   $385,753   $316,242   $326,125   $385,773 

 

29
 

 

Results of Operations for the Three Months Ended March 31, 2024 and 2023

 

The following tables reflect our operating results for the three months ended March 31, 2024 and 2023:

 

   For the Three Months Ended     
   March 31,   $ Change   % Change 
   2024   2023   2024   2024 
                 
Revenues                    
Blockchain infrastructure revenues (net of fees)  $385,773   $311,508   $74,265    24%
Total revenues   385,773    311,508    74,265    24%
                     
Cost of revenues                    
Blockchain infrastructure costs   95,012    82,014    12,998    16%
Gross profit   290,761    229,494    61,267    27%
                     
Operating expenses:                    
General and administrative  $487,599   $609,829   $(122,230)   (20)%
Research and development   146,549    201,625    (55,076)   (27)%
Compensation and related expenses   455,779    462,090    (6,311)   (1)%
Marketing   57,602    6,243    51,359    823%
Realized (gains) losses on crypto asset transactions   (10,687)   (7,554)   (3,133)   41%
Total operating expenses   1,136,842    1,272,233    (135,291)   (11)%
                     
Other income (expenses):                    
Change in unrealized appreciation (depreciation) on crypto assets   13,102,667    6,293,207    6,809,460    108%
Change in fair value of warrant liabilities   -    (285,000)   285,000    (100)%
Total other income (expenses)   13,102,667    6,008,207   7,094,460    118%
                     
Net income  $12,256,586   $4,965,468   7,291,118    (147)%

 

30
 

 

Revenues

 

The increase in revenue during the 2024 Quarter as compared to the 2023 Quarter is primarily due to the increase in fair value of our crypto assets earned as rewards for staking as the market prices of crypto assets continued to rise throughout the 2024 Quarter. This is partially offset by the negative revenue we recognized related to our Ethereum block building activities during the 2024 Quarter. Although we believe the number of tokens we earn from staking and revenue recognized will increase as we continue to expand our blockchain infrastructure efforts, we recognize that volatility in the crypto asset markets may impact the market prices of the crypto assets we earn from staking.

 

Cost of Revenues

 

The increase in the cost of revenues during the 2024 Quarter as compared to the 2023 Quarter is due to new costs associated with our launch of our Ethereum block building activities during the 2024 Quarter as part of Builder+. We believe our cost of revenues will increase as we continue to ramp up our business.

 

Operating Expenses

 

General and administrative expenses consist of director compensation, legal and professional fees and other personnel and related costs. The decrease in the 2024 Quarter was primarily due to a decrease of approximately $110,000 in legal service and related administrative costs from the 2023 Quarter, driven primarily by services surrounding the Series V Preferred Distribution and related listing on Upstream Exchange incurred during the 2023 Quarter. We recently announced that the Company is being investigated by the SEC. To date, our legal and other expenses related to this investigation have not been material. We are uncertain as to whether our future investigation expenses will have a material impact on our operating expenses during the balance of 2024 or thereafter.

 

Research and development expenses decreased during the 2024 Quarter from the 2023 Quarter as the Company focused on the beta release of our proprietary StakeSeeker platform in the first quarter 2023, including responding to user feedback and continued planned feature development and incorporation onto the platform. Research and development in the 2024 Quarter focused on the launch of Builder+ operations as well as the further development of ChainQ. We anticipate research and development costs to remain consistent as we continue to expand on technological solutions in the blockchain sector with a focus on cost management of our third-party development team.

 

Compensation and related expenses remained consistent during the 2024 Quarter. We believe our compensation expenses will increase from those reported in the 2024 Quarter as the Company continues to utilize equity-based compensation incentives as a core part of our compensation strategy and anticipates accruals for 2024 performance-based bonus incentives in future reporting periods.

 

Marketing costs increased during the 2024 Quarter as the Company incurred costs associated with the purchase of transaction traffic to bolster Ethereum block production as part of the ramp up of Builder+ operations. The Company anticipates additional expenditures for transaction traffic in order to further increase Ethereum block building activities.

 

Other Income (Expenses)

 

The changes in other income for the 2024 Quarter were primarily attributed to the recognition of the change in unrealized appreciation on crypto assets resulting from the increase in the fair market value of the Company’s crypto assets. Changes in the unrealized appreciation or depreciation of crypto assets are directly influenced by the volatility in crypto markets, which can be challenging for management to predict.

 

Furthermore, the changes in other income for the 2023 Quarter were primarily driven by the decrease in the fair value of warrant liabilities throughout the period. This non-cash expense is influenced by the value of our stock price at the end of each quarter, a factor that we cannot predict.

 

Net income

 

The increase in net income for the 2024 Quarter compared to the 2023 Quarter is primarily attributable to larger increases in fair value of our crypto assets during the 2024 Quarter compared to the 2023 Quarter. We acknowledge that our net income (loss) may exhibit significant fluctuations due to the volatility in the crypto asset markets, impacting changes in the fair value of crypto assets during future reporting periods.

 

31
 

 

Liquidity and Capital Resources

 

ATM Financing

 

On September 14, 2021, the Company entered into an At-The-Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as agent (“H.C. Wainwright”), pursuant to which the Company may offer and sell, from time-to-time through H.C. Wainwright, shares of the Company’s Common Stock having an aggregate offering price of up to $98,767,500. From the period September 14, 2021 through May 10, 2024, the Company sold a total of 4,346,748 shares of Common Stock under the ATM Agreement for aggregate total gross proceeds of approximately $17,256,000 at an average selling price of $3.97 per share, resulting in net proceeds of approximately $16,696,000 after deducting commissions and other transaction costs.

 

Liquidity

 

The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

 

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. As of March 31, 2024, the Company had approximately $671,000 of cash and working capital of approximately $39,263,000.

 

As of May 10, 2024, the Company had approximately $431,000 of cash and cash equivalents and the fair market value of the Company’s liquid crypto assets was approximately $30,301,000. The Company has no outstanding debt. The Company believes that the existing cash and liquid crypto assets held by us provide sufficient liquidity to meet working capital requirements, anticipated capital expenditures and contractual obligations for at least the next 12 months.

 

Certain of our staked crypto assets may be locked up for varying durations, depending on the specific blockchain protocol, and we may be unable to unstake them in a timely manner in order to liquidate to the extent desired. Lock-up periods for our staked crypto assets range from several hours to six months. During times of instability in the market of crypto assets, we may not be able to sell our crypto assets at reasonable prices or at all. As a result, our crypto assets may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.

 

Cash Flows

 

Cash used in operating activities was approximately $769,000 during the 2024 Quarter compared to approximately $1,126,000 for the 2023 Quarter. The largest non-cash adjustment to our operating cash flows consisted of approximately $13,103,000 change in in unrealized appreciation on crypto assets during the 2024 Quarter, which is based on volatility in the crypto asset market and cannot be accurately predicted.

 

Cash used in investing activities was approximately $19,000 during the 2024 Quarter compared to approximately $86,000 for the 2023 Quarter. Net cash outflow for investing activities was used primarily for the purchase of crypto assets for our blockchain infrastructure operations. We anticipate purchase activity to remain lower and consistent with the levels reported during the 2024 Quarter as we focus our strategies on technical developments.

 

Cash provided by financing activities was approximately $0 during the 2024 Quarter compared to approximately $509,000 for the 2023 Quarter. The cash inflows from financing activities were entirely from proceeds from the Common Stock sold pursuant to the ATM Agreement during the 2023 Quarter. The Company plans to continue to raise proceeds from the sale of Common Stock to fund operations as needed.

 

32
 

 

Off Balance Sheet Transactions

 

As of March 31, 2024, there were no off-balance sheet arrangements and we were not a party to any off-balance sheet transactions. We have no guarantees or obligations other than those which arise out of normal business operations.

 

Critical Accounting Policies and Estimates

 

We discussed the material accounting policies that are critical in making the estimates and judgments in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, under the caption “Management’s Discussion and Analysis—Critical Accounting Policies and Estimates”. There has been no material change in critical accounting policies or estimates during the period covered by this report.

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

For information on recent accounting pronouncements, see Note 3 to the Unaudited Condensed Financial Statements.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This report contains forward-looking statements, including our liquidity, our belief that our blockchain infrastructure efforts will form the core growth for our business, including but not limited to Builder+, StakeSeeker, and Chain, plans to expand our PoS operations, growth opportunities for the Company, our belief regarding blockchain, expected increase in our revenues and gross margins and future business plans. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “may,” “potential,” “continues,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods.

 

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. The results anticipated by any or all of these forward-looking statements might not occur. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the rewards and costs associated with staking or validating transactions on blockchains, regulatory issues related to our business model, a drop in the price of our crypto assets, significant decrease in the value of our crypto assets and rewards, loss or theft of the private withdrawal keys resulting in the complete loss of crypto assets and reward, and others which are contained in our filings with the SEC, including our Form 10-K for the year ended December 31, 2023. Any forward-looking statement made by us speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

 

ITEM 3 Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

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, have 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 March 31, 2024. 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, management concluded that our disclosure controls and procedures were effective as of March 31, 2024.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 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.

 

33
 

 

PART II - OTHER INFORMATION

 

ITEM 1 Legal Proceedings

 

None.

 

ITEM 1A Risk Factors

 

Not applicable to smaller reporting companies.

 

ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

ITEM 3 Defaults Upon Senior Securities

 

None.

 

ITEM 4 Mine Safety Disclosures

 

Not applicable.

 

ITEM 5 Other Information

 

No 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.

 

ITEM 6 Exhibits

 

The exhibits listed in the accompanying “Exhibit Index” are filed or incorporated by reference as part of this Form 10-Q.

 

34
 

 

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.
     
May 14, 2024    
  By: /s/ Charles Allen
    Charles W. Allen
    Chief Executive Officer
    (Principal Executive Officer)

 

35
 

 

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 - Increase Authorized Capital   8-K   2/5/14   3.1    
3.1(c)   Certificate of Amendment to Articles of Incorporation - Reverse Stock Split   8-K   2/16/17   3.1    
3.1(d)   Certificate of Amendment to Articles of Incorporation - Reverse Stock Split   8-K   4/9/19   3.1    
3.1(e)   Certificate of Change – Reverse Stock Split   8-K   8/17/21   3.1    
3.1(f)   Certificate of Designation – Series V   8-K   1/31/23   3.1    
3.1(g)   Certificate of Amendment to the Series V Certificate of Designation   8-K   4/19/23   3.1    
3.1 (h)   Certificate of Amendment to Articles of Incorporation – Increase Authorized Capital   8-K   7/13/23   3.1    
3.2   Bylaws   S-1   5/29/08   3.2    
3.2(a)   Amendment No. 1 to the Bylaws   8-K   4/12/22   3.1    
4.1   BTCS Inc. 2021 Equity Incentive Plan, as amended   10-Q   8/11/23   4.1    
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 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.

 

36

 

EXHIBIT 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND

PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Charles Allen, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of BTCS Inc. for the fiscal quarter ended March 31, 2024.
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this interim report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others, particularly during the period in which this report is being prepared;
     
  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
     
  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

 

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the registrant’s board of directors:

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

 

Dated: May 14, 2024 By: /s/ Charles Allen
    Charles Allen
    Chief Executive Officer
    (Principal Executive Officer)

 

 

 

EXHIBIT 31.2

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND

PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Michael Prevoznik, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of BTCS Inc. for the fiscal quarter ended March 31, 2024.
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this interim report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others, particularly during the period in which this report is being prepared;
     
  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
     
  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

 

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the registrant’s board of directors:

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

 

Dated: May 14, 2024 By: /s/ Michael Prevoznik
    Michael Prevoznik
    Chief Financial Officer
    (Principal Financial Officer)

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of BTCS Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charles Allen, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: May 14, 2024 By: /s/ Charles Allen
    Charles Allen
    Chief Executive Officer
    (Principal Executive Officer)

 

A signed original of this written statement required by Section 906 has been provided to BTCS Inc. and will be retained by BTCS Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

In connection with the Quarterly Report of BTCS Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Prevoznik, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: May 14, 2024 By: /s/ Michael Prevoznik
    Michael Prevoznik
    Chief Financial Officer
    (Principal Financial Officer)

 

A signed original of this written statement required by Section 906 has been provided to BTCS Inc. and will be retained by BTCS Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

v3.24.1.1.u2
Cover - shares
3 Months Ended
Mar. 31, 2024
May 10, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Mar. 31, 2024  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --12-31  
Entity File Number 001-40792  
Entity Registrant Name BTCS Inc.  
Entity Central Index Key 0001436229  
Entity Tax Identification Number 90-1096644  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 9466 Georgia Avenue #124  
Entity Address, City or Town Silver Spring  
Entity Address, State or Province MD  
Entity Address, Postal Zip Code 20910  
City Area Code (202)  
Local Phone Number 430-6576  
Title of 12(b) Security Common Stock, par value $0.001  
Trading Symbol BTCS  
Security Exchange Name NASDAQ  
Entity Reporting Status Current Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   15,705,415
v3.24.1.1.u2
Balance Sheets - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 670,594 $ 1,458,327
Stablecoins 14,797 21,044
Crypto assets 721,659 302,783
Staked crypto assets 37,999,116 24,900,146
Prepaid expenses 31,620 62,461
Receivable for capital shares sold 291,440
Total current assets 39,437,786 27,036,201
Other assets:    
Investments, at value (Cost $100,000) 100,000 100,000
Property and equipment, net 8,995 10,490
Total other assets 108,995 110,490
Total Assets 39,546,781 27,146,691
Liabilities and Stockholders’ Equity:    
Accounts payable and accrued expenses 26,193 55,058
Accrued compensation 6,419 712,092
Warrant liabilities 213,750 213,750
Total current liabilities 246,362 980,900
Stockholders’ equity:    
Preferred stock value
Common stock, 975,000,000 shares authorized at $0.001 par value, 15,705,415 and 15,320,281 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively 15,707 15,322
Additional paid in capital 163,141,291 162,263,634
Accumulated deficit (126,420,517) (138,677,103)
Total stockholders’ equity 39,300,419 26,165,791
Total Liabilities and Stockholders’ Equity 39,546,781 27,146,691
Series V Preferred Stock [Member]    
Stockholders’ equity:    
Preferred stock value $ 2,563,938 $ 2,563,938
v3.24.1.1.u2
Balance Sheets (Parenthetical) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Cost of investment $ 100,000  
Preferred stock, shares authorized 20,000,000 20,000,000
Preferred stock, par value $ 0.001 $ 0.001
Common stock, shares authorised 975,000,000 975,000,000
Common stock, par value $ 0.001 $ 0.001
Common stock, shares issued 15,705,415 15,320,281
Common stock, shares outstanding 15,705,415 15,320,281
Series V Preferred Stock [Member]    
Preferred stock, shares issued 14,567,829 14,567,829
Preferred stock, shares outstanding 14,567,829 14,567,829
v3.24.1.1.u2
Statements of Operations (Unaudited) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Revenues    
Blockchain infrastructure revenues (net of fees) $ 385,773 $ 311,508
Total revenues 385,773 311,508
Cost of revenues    
Blockchain infrastructure costs 95,012 82,014
Gross profit 290,761 229,494
Operating expenses:    
General and administrative 487,599 609,829
Research and development 146,549 201,625
Compensation and related expenses 455,779 462,090
Marketing 57,602 6,243
Realized (gains) losses on crypto asset transactions (10,687) (7,554)
Total operating expenses 1,136,842 1,272,233
Other income (expenses):    
Change in unrealized appreciation (depreciation) on crypto assets 13,102,667 6,293,207
Change in fair value of warrant liabilities (285,000)
Total other income (expenses) 13,102,667 6,008,207
Net income $ 12,256,586 $ 4,965,468
Basic net income (loss) per share attributable to common stockholders $ 0.78 $ 0.36
Diluted net income (loss) per share attributable to common stockholders $ 0.63 $ 0.29
Basic weighted average number of common shares outstanding 15,691,677 13,673,126
Diluted weighted average number of common shares outstanding 19,410,550 17,187,025
v3.24.1.1.u2
Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)
Preferred Stock [Member]
Series V Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance at Dec. 31, 2022   $ 13,108 $ 160,800,263 $ (146,495,831) [1] $ 14,317,540
Balance, shares at Dec. 31, 2022   13,107,149      
Stock-based compensation   $ 391 531,226 [1] 531,617
Stock-based compensation, shares   391,442      
Net income   4,965,468 [1] 4,965,468
Issuance of common stock, net of offering cost / At-the-market offering   $ 301 508,482 [1] 508,783
Issuance of common stock, net of offering cost / At-the-market offering, shares   301,154      
Balance at Mar. 31, 2023   $ 13,800 161,839,971 (141,530,363) [1] 20,323,408
Balance, shares at Mar. 31, 2023   13,799,745      
Balance at Dec. 31, 2023 $ 2,563,938 $ 15,322 162,263,634 (138,677,103) 26,165,791
Balance, shares at Dec. 31, 2023 14,567,829 15,320,281      
Stock-based compensation $ 385 877,657 878,042
Stock-based compensation, shares   385,134      
Net income 12,256,586 12,256,586
Balance at Mar. 31, 2024 $ 2,563,938 $ 15,707 $ 163,141,291 $ (126,420,517) $ 39,300,419
Balance, shares at Mar. 31, 2024 14,567,829 15,705,415      
[1] Includes an adjustment to the opening balance of $4,986,377 resulting from a change in accounting principle. See Note 4 for further details.
v3.24.1.1.u2
Statements of Changes in Stockholders' Equity (Unaudited) (Parenthetical)
3 Months Ended
Mar. 31, 2024
USD ($)
Statement of Stockholders' Equity [Abstract]  
Stockholders equity $ 4,986,377
v3.24.1.1.u2
Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Net Cash flows used from operating activities:    
Net income $ 12,256,586 $ 4,965,468
Adjustments to reconcile net income to net cash used in operating activities:    
Depreciation expense 1,495 1,153
Stock-based compensation 878,042 531,617
Blockchain infrastructure revenue (385,773) (311,508)
Change in fair value of warrant liabilities 285,000
Realized gains on crypto assets transactions (10,687) (7,554)
Change in unrealized (appreciation) depreciation on crypto assets (13,102,667) (6,293,207)
Changes in operating assets and liabilities:    
Stablecoins 6,247
Prepaid expenses and other current assets 30,841 30,278
Receivable for capital shares sold 291,440
Accounts payable and accrued expenses (28,865) (34,773)
Accrued compensation (705,673) (292,506)
Net cash used in operating activities (769,014) (1,126,032)
Cash flows from investing activities:    
Purchase of productive crypto assets for validating (18,719) (134,019)
Sale of productive crypto assets 47,543
Net cash provided by (used in) investing activities (18,719) (86,476)
Cash flow from financing activities:    
Net proceeds from issuance common stock/ At-the-market offering 508,783
Net cash provided by financing activities 508,783
Net (decrease)/increase in cash (787,733) (703,725)
Cash, beginning of period 1,458,327 2,146,783
Cash, end of period $ 670,594 $ 1,443,058
v3.24.1.1.u2
Pay vs Performance Disclosure - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Pay vs Performance Disclosure [Table]    
Net Income (Loss) $ 12,256,586 $ 4,965,468
v3.24.1.1.u2
Insider Trading Arrangements
3 Months Ended
Mar. 31, 2024
Insider Trading Arrangements [Line Items]  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.1.1.u2
Business Organization and Nature of Operations
3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Business Organization and Nature of Operations

Note 1 - Business Organization and Nature of Operations

 

BTCS Inc. (“BTCS” or the “Company”), a Nevada corporation listed on Nasdaq, has operated in the blockchain technology sector since 2014 with a primary focus on blockchain infrastructure. The Company secures and operates validator nodes (as a “Validator”) on various proof-of-stake (“PoS”) and delegated proof-of-stake (“dPoS”) based blockchain networks earning native token rewards by staking our proof-of-stake crypto assets (also referred to “cryptocurrencies”, “crypto”, “crypto assets”, “digital assets”, or “tokens”), with an emphasis on Ethereum.

 

The Company’s non-custodial Staking-as-a-Service (“StaaS”) business allows crypto asset holders to earn staking rewards by participating in network consensus mechanisms through staking (or “delegating”) their crypto assets to BTCS-operated validator nodes (or “nodes”). As a non-custodial Validator, BTCS may charge a validator node fee, typically determined as a percent of the crypto asset rewards earned on crypto assets delegated to its node, creating the opportunity for potential scalable revenue and business growth with limited additional costs.

 

The internally developed “StakeSeeker” platform is a personal finance software that allows crypto asset holders to monitor and analyze their portfolios across exchanges and wallets. It includes tracking capabilities utilizing application programming interfaces (APIs) as well as educational features, offering users guidance on the delegation of their crypto assets to our non-custodial validator nodes, along with the ability to monitor such delegation activities through data analysis. StakeSeeker is an informational monitoring tool and does not facilitate trading, delegation or custody of crypto assets on the platform.

 

The Company developed “Builder+”, an Ethereum block builder (“Builder”) that utilizes algorithms to optimize block construction for on-chain validation and maximize revenue.

 

The Company’s business is subject to various risks, including regulatory uncertainties, crypto asset price volatility, and the adoption of blockchain technology. Future success depends on the growth of the crypto asset market and the Company’s ability to effectively grow its StaaS and blockchain infrastructure operations.

 

v3.24.1.1.u2
Basis of Presentation
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation

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, 2024 are not necessarily indicative of results for the full year ended December 31, 2023. The unaudited condensed financial statements and notes should be read in conjunction with the financial statements and notes for the year ended December 31, 2023.

 

Reclassifications

 

Certain prior period amounts have been reclassified in order to conform with the current period presentation in the unaudited condensed financial statements and accompanying notes. The reclassifications did not have a material impact on the Company’s unaudited condensed financial statements and related disclosures. The impact on any prior period disclosures was immaterial.

 

 

v3.24.1.1.u2
Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

Note 3 - Summary of Significant Accounting Policies

 

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2023 Annual Report.

 

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, 2024 and December 31, 2023, the Company had approximately $670,000 and $1,458,000 in cash. 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, 2024 and December 31, 2023, the Company had approximately $144,000 and $933,000 in excess of the FDIC insured limit, respectively.

 

Stablecoins

 

The Company holds stablecoins, such as USDT (Tether) and USDC (USD Coin), which are crypto assets that are pegged to the value of one U.S. dollar. Our stablecoins are typically held in secure digital wallets or on crypto asset exchanges. The Company acquires and holds stablecoins primarily to facilitate crypto asset transactions, including, but not limited to, payments to third-party vendors.

 

The Company accounts for its stablecoins as indefinite-lived intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other. While not accounted for as cash or cash equivalents, these stablecoins are considered a liquidity resource.

 

Crypto Assets

 

Fair Value Measurement

 

The Company’s accounts for the fair value measurement for its crypto assets in accordance with ASC 820, Fair Value Measurement. ASC 820 defines fair value as 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. It requires the Company to assume that its crypto assets are sold in their principal market or, in the absence of a principal market, the most advantageous market.

 

Kraken serves as the principal market for the Company’s crypto assets, being the Company’s primary cryptocurrency exchange for both purchases and sales. Coinbase is designated as the secondary principal market. This determination results from a comprehensive evaluation considering various factors, including compliance, trading activity, and price stability.

 

The fair value of crypto assets is primarily determined based on pricing data obtained from Kraken, the Company’s principal market. In the absence of Kraken data, pricing from Coinbase serves as a secondary source.

 

While Kraken is designated as the primary exchange, the Company retains flexibility to conduct cryptocurrency transactions on other exchanges where it maintains accounts. This flexibility allows the Company to adapt to changing market conditions and explore alternative platforms when necessary to ensure cost-effective execution and fair value measurement using the most advantageous market.

 

The selection of Kraken as the principal market reflects the Company’s commitment to informed decision-making and achieving the most accurate representation of fair value for its crypto assets. Regular reviews ensure alignment with the Company’s objectives and cryptocurrency market dynamics.

 

 

Accounting for Crypto Assets

 

The cost basis of the Company’s crypto assets is initially recorded at their fair value using the last close price of the day in the UTC (Coordinated Universal Time) time zone on the date of receipt.

 

Crypto assets are measured at their fair respective fair market values at each reporting period end on the balance sheets and classified as either ‘Staked Crypto Assets’ or ‘Crypto Assets’ to distinguish their nature within the respective balances. Staked crypto assets are presented as current assets if their lock-up periods are less than 12 months, and as long-term other assets if the lock-up extends beyond one year. The majority of our crypto assets are staked, typically with lock-up periods of less than 21 days, and are considered current assets in accordance with ASC 210-10-20, Balance Sheet, due to the Company’s ability to sell them in a liquid marketplace, as we have a reasonable expectation that they will be realized in cash or sold or consumed during the normal operating cycle of our business to support operations when needed.

 

The classification of purchases and sales in the statements of cash flows is determined based on the nature of the crypto assets, which can be categorized as ‘productive’ (i.e. acquired for purposes of staking) or ‘non-productive’ (e.g. bitcoin). Acquisitions of non-productive crypto assets are treated as operating activities, while acquisitions of productive crypto assets are classified as investing activities in accordance with ASC 230-10-20, Investing activities. Productive crypto assets staked with lock-up periods of less than 12 months are listed as current assets in the ‘Staked Crypto Assets’ line item on the balance sheet. Staked crypto assets with lock-up periods exceeding 12 months are categorized as long-term other assets. Non-productive crypto assets are included in the ‘Crypto Assets’ line item on the balance sheet.

 

Effective January 1, 2023, the Company has elected to early adopt ASU No. 2023-08, resulting in a material change in accounting principle related to the Company’s accounting treatment of crypto assets. The impacts of the change in accounting principle are discussed further in Note 4.

 

The Company employs the specific identification method to determine the cost basis of our assets for the computation of gains and losses, in accordance with ASC 350-60-50-2a. This method involves identifying and using the actual cost of each individual asset sold or disposed of to calculate the gain or loss on its sale. Realized gain (loss) on sale of crypto assets are included in other income (expense) in the statements of operations. The Company recorded realized gains (losses) on crypto assets of approximately $11,000 and $8,000 during the three months ended March 31, 2024 and 2023, respectively.

 

 

Revenue Recognition

 

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

 

  Step 1: Identify the contract with the customer
  Step 2: Identify the performance obligations in the contract
  Step 3: Determine the transaction price
  Step 4: Allocate the transaction price to the performance obligations in the contract
  Step 5: Recognize revenue when the Company satisfies a performance obligation

 

Revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company generates revenue through 1) staking rewards generated from its blockchain infrastructure operations, and 2) gas fees earned from successful Ethereum block building through Builder+. These revenues are collectively termed ‘Blockchain infrastructure revenues’ in the statements of operations.

 

The transaction consideration the Company receives - the crypto asset awards and gas fees - are a non-cash consideration, which the Company measures at fair value on the date received.

 

Blockchain Infrastructure

 

The Company engages in network-based smart contracts by running its own crypto asset validator nodes as well as by staking (or “delegating”) crypto assets directly to both its own validator nodes and nodes run by third-party operators. Through these contracts, the Company provides crypto assets to stake to a node for the purpose of validating transactions and adding blocks to a respective blockchain network. The term of a smart contract can vary based on the rules of the respective blockchain and typically last from a few days to several weeks after it is cancelled (or “un-staked”) by the delegator and requires that the staked crypto assets remain locked up during the duration of the smart contract.

 

In exchange for staking the crypto assets and validating transactions on blockchain networks, the Company is entitled to all of the fixed crypto asset awards earned from the network when delegating to the Company’s own node and is entitled to a fractional share of the fixed crypto asset awards a third-party node operator receives (less crypto asset transaction fees payable to the node operator, which are immaterial and are recorded as a deduction from revenue), for successfully validating or adding a block to the blockchain. The Company’s fractional share of awards received from delegating to a third-party validator node is proportionate to the crypto assets staked by the Company compared to the total crypto assets staked by all Delegators to that node at that time.

 

On certain blockchain networks on which the Company operates a validator node, the Company earns a validator node fee (“Validator Fee”), determined as a node operator’s published percentage of the crypto asset rewards earned on crypto assets delegated to its node.

 

Token rewards earned from staking, as well as tokens earned as Validator Fees, are calculated and distributed directly to BTCS digital wallets by the blockchain networks as part of their consensus mechanisms.

 

 

The provision of validating blockchain transactions is an output of the Company’s ordinary activities. Each separate block creation or validation under a smart contract with a network represents a performance obligation. The satisfaction of the performance obligation for processing and validating blockchain transactions occurs at a point in time when confirmation is received from the network indicating that the validation is complete, and the awards are available for transfer. At that point, revenue is recognized.

 

Ethereum Block Building (Builder+)

 

The Company participates in the Ethereum blockchain network by engaging in the construction of blocks (“block building”) containing strategically bundled transactions from the Ethereum mempool and from searchers who connect to the Company’s endpoint with the intent of the Company’s builder proposing their transactions. Revenue recognition for these activities, conducted through Builder+, entails the recognition of gas fees (or “transaction fees”) earned in exchange for successfully constructing blocks of bundled transactions and having these blocks selected and proposed by a validator to the Ethereum network for validation.

 

These gas fees are earned as a direct result of the Company’s fulfillment of its performance obligations, which include the construction of blocks by bundling transactions to maximize the value of the included fees and the proposal of that block to a Validator. Each constructed block under a smart contract with the Ethereum network signifies a distinct performance obligation.

 

As part of the block construction and proposal process, the Company’s Builder purchases block space through a fixed non-negotiable fee paid to a Validator (a “Validator Payment”) embedded in each proposed block. The Validator Payment, predetermined by the Builder, is paid to Validators as compensation for selecting and proposing the Company’s block to the network for validation. The Validator Payment is intrinsically linked to the Company’s performance obligations and is only disbursed when a block constructed by the Builder is selected by a Validator, proposed, and successfully finalized on the Ethereum network. It represents a direct and fixed pre-determined cost.

 

The satisfaction of the performance obligation occurs at a point in time when the constructed block is proposed by a Validator and successfully finalized on the Ethereum network. At this juncture, the Company has fulfilled its obligations, and the gas fees associated with the transactions included in the block become available and are transferred to the Company’s digital wallet, simultaneous with the disbursement of the related Validator payment.

 

The Company recognizes revenue, reflecting the fair value of the total gas fees earned from the constructed block net of the related Validator Payments disbursed. For the three months ended March 31, 2024 this resulted in the recognition of negative revenue, as Validator Payments exceed the total value of the gas fees associated with proposed blocks.

 

 

The following table summarizes the revenues earned from the Company’s operations for the three months ended March 31, 2024 and 2023.

 

   2024   2023 
   For the Three Months Ended March 31, 
   2024   2023 
Revenues from blockchain infrastructure operations          
Staking to BTCS nodes  $343,911   $260,708 
Staking to third-party nodes   74,442    50,800 
Builder+   (32,580)   - 
Total revenues  $385,773   $311,508 

 

The following tables detail the native token rewards and their respective fair market value recognized as revenue for the three months ended March 31, 2024 and 2023. The tables differentiate between three sources of revenue: token rewards earned through delegating cryptocurrency assets to validator nodes operated by third parties, and revenue generated from BTCS blockchain infrastructure operations, which includes token rewards earned from staking crypto assets to validator nodes operated by BTCS, Validator Fees calculated as a percentage of rewards earned from crypto assets delegated by third-parties to BTCS nodes, as well as block rewards earned by BTCS Builders.

 

The following tables detail the native token rewards and their respective fair market value recognized as revenue for the three months ended March 31, 2024 and 2023. Revenues are derived from three primary sources: (1) token rewards earned from the delegation of cryptocurrency assets to third-party validator nodes; (2) token rewards derived from BTCS-operated validator nodes, which include staking of the Company’s crypto assets to BTCS nodes as well as Validator Fees earned from third parties asset delegations to our nodes; and (3) net block rewards accrued generated by BTCS Builders.

 

Crypto assets earned from BTCS validator nodes

 

   For the Three Months Ended March 31, 
   2024   2023 
Asset  Token Rewards   Revenue ($USD)   Token Rewards   Revenue ($USD) 
Ethereum (ETH)   65   $188,078    98   $154,634 
Cosmos (Atom)   11,166   $121,074    5,980   $75,469 
Akash (AKT)   4,575   $18,746    2,807   $1,045 
Kava (KAVA)   6,292   $5,252    13,008   $11,735 
NEAR Protocol (NEAR)   714   $4,422    1,022   $2,111 
Mina (MINA)   2,880   $3,646    5,760   $3,837 
Oasis Network (ROSE)   16,137   $2,218    20,364   $1,196 
Kusama (KSM)   10   $475    273   $9,412 
Tezos (XTZ)   -   $-    1,179   $1,269 
Total earned from BTCS validator nodes       $343,911        $260,708 

 

Crypto assets earned from Ethereum block building through Builder+

 

   For the Three Months Ended March 31, 
   2024   2023 
Asset  Token Rewards   Revenue ($USD)   Token Rewards   Revenue ($USD) 
Ethereum (ETH)   (12)  $(32,580)   -   $- 
Total earned from Ethereum block building through Builder+       $(32,580)       $          - 

 

Crypto assets earned from staking to third-party validator nodes

 

   For the Three Months Ended March 31, 
   2024   2023 
Asset  Token Rewards   Revenue ($USD)   Token Rewards   Revenue ($USD) 
Axie Infinity (AXS)   5,381   $48,322    4,452   $40,028 
Solana (SOL)   119   $15,372    121   $2,531 
Polygon (MATIC)   6,230   $5,731    5,981   $6,737 
Polkadot (DOT)   360   $2,957    246   $1,504 
Evmos (EVMOS)   11,426   $940    -   $- 
Cardano (ADA)   1,289   $753    -   $- 
Tezos (XTZ)   318   $367    -   $- 
Total earned from staking to third-party validator nodes       $74,442        $50,800 
Total revenue earned       $385,773        $311,508 

 

 

Cost of Revenues

 

The Company’s cost of revenues related to its blockchain infrastructure operations primarily includes direct production costs associated with transaction validation on the network, cloud-based server hosting expenses related to our validator nodes and Builders, and allocated employee salaries dedicated to node maintenance and support. Additionally, the cost of revenues encompasses fees paid to third parties for their assistance in software maintenance and node operations. These costs directly related to the production of revenues are collectively termed ‘Blockchain infrastructure expenses’ in the statements of operations.

 

The following table further details the costs of revenues for the three months ended March 31, 2024 and 2023.

 

   2024   2023 
   For the Three Months Ended March 31, 
   2024   2023 
Cost of staking revenues  $51,953   $82,014 
Cost of Builder revenues   43,059    - 
Total cost of revenues  $95,012   $82,014 

 

Internally Developed Software

 

Internally developed software consists of the core technology of the Company’s StakeSeeker platform, which is being designed to allow users to track, monitor and analyze their aggregate cryptocurrency portfolio holdings by connecting their crypto exchanges and digital wallets as well as providing a non-custodial delegation process to earn staking rewards on crypto asset holdings. For internally developed software, the Company uses both its own employees as well as the services of external vendors and independent contractors. The Company accounts for computer software used in the business in accordance with ASC 985-20 and ASC 350.

 

ASC 985-20, Software-Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed, requires that software development costs incurred in conjunction with product development be charged to research and development expense until technological feasibility is established. Thereafter, until the product is released for sale, software development costs must be capitalized and reported at the lower of unamortized cost or net realizable value of the related product. Some companies use a “tested working model” approach to establishing technological feasibility (i.e., beta version). Under this approach, software under development will pass the technological feasibility milestone when the Company has completed a version that contains essentially all the functionality and features of the final version and has tested the version to ensure that it works as expected.

 

ASC 350, Intangibles-Goodwill and Other, requires computer software costs associated with internal use software to be charged to operations as incurred until certain capitalization criteria are met. Costs incurred during the preliminary project stage and the post-implementation stages are expensed as incurred. Certain qualifying costs incurred during the application development stage are capitalized as property, equipment and software. These costs generally consist of internal labor during configuration, coding, and testing activities. Capitalization begins when (i) the preliminary project stage is complete, (ii) management with the relevant authority authorizes and commits to the funding of the software project, and (iii) it is probable both that the project will be completed and that the software will be used to perform the function intended.

 

 

Property and Equipment

 

Property and equipment consists of computer, equipment and office furniture and fixtures, all of which are recorded at cost. Depreciation and amortization are recorded using the straight-line method over the respective useful lives of the assets ranging from three to five years. Long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable.

 

Use of Estimates

 

The accompanying financial statements have been prepared in conformity with U.S. GAAP. This requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the period. The Company’s significant estimates and assumptions include the recoverability and useful lives of indefinite life intangible assets, stock-based compensation, and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates, including the carrying amount of the indefinite life intangible assets, could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates and assumptions.

 

Income Taxes

 

The Company recognizes income taxes on an accrual basis based on tax positions taken or expected to be taken in its tax returns. A tax position is defined as a position in a previously filed tax return or a position expected to be taken in a future tax filing that is reflected in measuring current or deferred income tax assets and liabilities. Tax positions are recognized only when it is more likely than not (i.e., likelihood of greater than 50%), based on technical merits, that the position would be sustained upon examination by taxing authorities. Tax positions that meet the more likely than not threshold are measured using a probability-weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. A valuation allowance is established to reduce deferred tax assets if all, or some portion, of such assets will more than likely not be realized. Should they occur, the Company’s policy is to classify interest and penalties related to tax positions as income tax expense. Since the Company’s inception, no such interest or penalties have been incurred.

 

 

Accounting for Warrants

 

The Company accounts for the issuance of Common Stock purchase warrants issued in connection with the equity offerings in accordance with the provisions of ASC 815, Derivatives and Hedging. The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). In addition, Under ASC 815, registered Common Stock warrants that require the issuance of registered shares upon exercise and do not expressly preclude an implied right to cash settlement are accounted for as derivative liabilities. The Company classifies these derivative warrant liabilities on the balance sheets as a current liability.

 

The Company assessed the classification of Common Stock purchase warrants as of the date of each offering and determined that such instruments originally met the criteria for equity classification; however, as a result of the Company no longer being in control of whether the warrants may be cash settled, the instruments no longer qualify for equity classification. Accordingly, the Company classified the warrants as a liability at their fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised or expired, and any change in fair value is recognized as “change in the fair value of warrant liabilities” in the statements of operations. The fair value of the warrants has been estimated using a Black-Scholes valuation model (see Note 6).

 

Stock-based compensation

 

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation. ASC 718 addresses all forms of share-based payment awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718, awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations.

 

Share-based payment awards exchanged for services are accounted for at the fair value of the award on the estimated grant date.

 

Options

 

Stock options issued under the Company’s long-term incentive plans are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of grant. These options often vest over a one-year period.

 

The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.

 

Restricted Stock Units (RSUs)

 

For awards vesting upon the achievement of a service condition, compensation cost measured on the grant date will be recognized on a straight-line basis over the vesting period. Stock-based compensation expense for the market-based restricted stock units with explicit service conditions is recognized on a straight-line basis over the longer of the derived service period or the explicit service period, regardless of whether the market condition is satisfied. However, in the event that the explicit service period is not met, previously recognized compensation cost would be reversed. Market-based restricted stock units subject to market-based performance targets require achievement of the performance target as well as a service condition in order for these RSUs to vest.

 

The Company estimates the fair value of market-based RSUs as of the grant date and expected derived term using a Monte Carlo simulation that incorporates pricing inputs covering the period from the grant date through the end of the derived service period.

 

 

Dividends

 

Effective January 27, 2023, the Company’s Board of Directors (the “Board”) approved the issuance of a newly designated Series V Preferred Stock (“Series V”) on a one-for-one basis to the Company’s shareholders (including restricted stock unit holders and warrant holders who were entitled to such distribution). The distribution of Series V shares was approved and completed on June 2, 2023 to shareholders as of the record date of May 12, 2023. The Series V: (i) is non-convertible, (ii) has a 20% liquidation preference over the shares of common stock, (iii) is non-voting and (iv) has certain rights to dividends and distributions (at the discretion of the Board). A total of 14,542,803 shares of Series V Preferred Stock were distributed to shareholders on June 2, 2023. In June 2023, the Series V shares commenced trading on Upstream, a Merj Exchange market (“Upstream”). In November 2023, Upstream announced that it was no longer providing U.S. individuals with the ability to trade on Upstream. All Series V shares owned by U.S investors were returned to the transfer agent.

 

The Company will evaluate the appropriateness of potential future dividends as the Company continues to grow its operations.

 

Advertising Expense

 

Advertisement costs are expensed as incurred and included in marketing expenses. Advertising and marketing expenses amounted to approximately $58,000 and $6,000 for the three months ended March 31, 2024 and 2023, respectively.

 

Net Income (Loss) per Share

 

Basic income (loss) per share is computed by dividing the net income or loss applicable to common shares by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the Company’s restricted stock units, options and warrants. Diluted income (loss) per share excludes the shares issuable upon the conversion of preferred stock, notes and warrants from the calculation of net income (loss) per share if their effect would be anti-dilutive.

 

Recent Accounting Pronouncements

 

In December 2023, the FASB issued ASU No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60), which is intended to improve the accounting for and disclosure of crypto assets. The ASU requires entities to subsequently measure crypto assets that meet specific criteria at fair value, with changes recognized in net income each reporting period. The ASU also the requires specific presentation of cash receipts arising from crypto assets that are received as noncash consideration in the ordinary course of business and are converted nearly immediately into cash. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU No. 2023-08 effective January 1, 2023, which had a material impact to its financial statement and related disclosures, which are further discussed in Note 4.

 

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

 

 

v3.24.1.1.u2
Changes in Accounting Principle
3 Months Ended
Mar. 31, 2024
Changes In Accounting Principle  
Changes in Accounting Principle

Note 4 - Changes in Accounting Principle

 

Effective January 1, 2023, the Company has elected to early adopt ASU No. 2023-08, resulting in a material change in accounting principles related to the Company’s accounting treatment of crypto assets.

 

As a result of the adoption of ASU No. 2023-08, crypto assets are recorded at their fair market value on its balance sheet and changes in the fair market value of its crypto assets during reporting periods are recorded within its statements of operations as unrealized appreciation (depreciation). Prior to adopting ASU No. 2023-08, crypto assets were accounted for as intangible assets with an indefinite life in accordance with ASC 350, Intangibles –Goodwill and Other, carrying them at their impaired value and recognizing impairment losses during reporting periods. Adoption of the fair market value guidance contained within ASU No. 2023-08 eliminates the need to calculate impairment losses on crypto assets for the period of adoption and moving forward.

 

The Company elected to early adopt the guidance contained with ASU No. 2023-08 as we believe that the specified changes in financial reporting better reflect the economic realities of the Company’s business model and the value of the crypto assets held, enhancing the transparency and accuracy of the financial statements.

 

The adoption of ASU No. 2023-08 required an adjustment to the Company’s opening Retained Earnings balance as of January 1, 2023, to recognize the cumulative effect of initially applying the change in accounting principle to previous periods. The adjustment accounts for the difference between the December 31, 2022 ending book value of crypto assets and their respective fair market value, which amounted to approximately $4,986,000.

 

v3.24.1.1.u2
Crypto Assets
3 Months Ended
Mar. 31, 2024
Other Liabilities Disclosure [Abstract]  
Crypto Assets

Note 5 – Crypto Assets

 

The following table presents the Company’s crypto assets held as of March 31, 2024:

 

Asset  Tokens   Cost   Fair Market Value 
Ethereum (ETH)   7,868   $9,028,622   $28,700,380 
Cosmos (Atom)   281,264    4,964,305    3,455,299 
Solana (SOL)   7,964    548,745    1,613,543 
Avalanche (Avax)   17,842    1,129,281    964,888 
Axie Infinity (AXS)   65,932    1,962,310    726,572 
Polygon (Matic)   512,241    854,336    514,187 
Oasis Network (ROSE)   2,663,766    159,759    366,108 
Kusama (KSM)   7,796    1,427,557    377,395 
Kava (KAVA)   351,685    1,094,552    374,932 
NEAR Protocol (NEAR)   80,981    167,201    591,162 
Akash (AKT)   123,646    64,902    592,956 
Cardano (ADA)   266,543    402,745    173,350 
Mina (MINA)   92,897    67,185    115,192 
Polkadot (DOT)   9,010    142,668    86,858 
Evmos (EVMOS)   357,203    98,344    28,612 
Tezos (XTZ)   26,492    73,686    37,118 
Band Protocol (BAND)   992    1,500    2,223 
Total       $22,187,698   $38,720,775 

 

 

v3.24.1.1.u2
Fair Value of Financial Assets and Liabilities
3 Months Ended
Mar. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Value of Financial Assets and Liabilities

Note 6 – Fair Value of Financial Assets and Liabilities

 

The Company measures certain assets and liabilities at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability (i.e., an ‘exit price’) in the principal or most advantageous market in an orderly transaction between market participants at the measurement date.

 

Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

 

Level 1 – Valuations based on unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that are accessible at the measurement date. Since valuations are based on quoted prices that are readily and regularly available in an active market, these valuations do not entail a significant degree of judgment.

 

Level 2 – Valuations based on observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 – Valuations based on inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

 

Financial instruments, including cash and cash equivalents, accounts and other receivables, accounts payable and accrued liabilities are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments.

 

The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of March 31, 2024 and December 31, 2023:

 

   Fair Value Measured at March 31, 2024 
   Total at March 31,   Quoted prices in active markets   Significant other observable inputs   Significant unobservable inputs 
   2024   (Level 1)   (Level 2)   (Level 3) 
Assets                    
Crypto Assets  $38,720,775   $38,720,775   $-   $- 
Investments   100,000    -           -    100,000 
Total Assets  $38,820,775   $38,720,775   $-   $100,000 
Liabilities                    
Warrant Liabilities  $213,750   $-   $-   $213,750 

 

   Fair Value Measured at December 31, 2023 
   Total at December 31,   Quoted prices in active markets   Significant other observable inputs   Significant unobservable inputs 
   2023   (Level 1)   (Level 2)   (Level 3) 
Assets                    
Crypto Assets  $25,202,929   $25,202,929   $      -   $- 
Investments   100,000    -    -    100,000 
Total Assets  $25,302,929   $25,202,929   $-   $100,000 
Liabilities                    
Warrant Liabilities  $213,750   $-   $-   $213,750 

 

The Company did not make any transfers between the levels of the fair value hierarchy during the three months ended March 31, 2024 and 2023.

 

 

Level 3 Valuation Techniques

 

Level 3 financial assets consist of private equity investments for which there is no current public market for these securities such that the determination of fair value requires significant judgment or estimation. As of March 31, 2024 and December 31, 2023, the Company’s Level 3 investments were carried at original cost of the investments, with a value of $100,000. The Company has elected to apply the measurement alternative under ASC 321, Investments—Equity Securities, for these investments.

 

Level 3 financial liabilities consist of the warrant liabilities for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation.

 

Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

 

A significant decrease in the volatility or a significant decrease in the Company’s stock price, in isolation, would result in a significantly lower fair value measurement. Changes in the values of the warrant liabilities are recorded in “change in fair value of warrant liabilities” in the Company’s statements of operations.

 

On March 2, 2021, the Company entered into a securities purchase agreement with certain purchasers which closed on March 4, 2021 pursuant to which the Company sold an aggregate of (i) 950,000 shares of Common Stock, and (ii) Common Stock warrants (the “Warrants”) to purchase up to 712,500 shares of Common Stock for gross proceeds of $9.5 million in a private placement offering.

 

The Warrants require, at the option of the holder, a net-cash settlement following certain fundamental transactions (as defined in the Warrants) at the Company. At the time of issuance, the Company maintained control of certain fundamental transactions and as such the Warrants were initially classified in equity. As of March 31, 2024, the Company no longer maintained control of certain fundamental transactions as they did not control a majority of shareholder votes. As such, the Company may be required to cash settle the Warrants if a fundamental transaction occurs which is outside the Company’s control. Accordingly, the Warrants are classified as liabilities. The Warrants have been recorded at their fair value using the Black-Scholes valuation model, and will be recorded at their respective fair value at each subsequent balance sheet date. This model incorporates transaction details such as the Company’s stock price, contractual terms, maturity, risk-free rates, as well as volatility.

 

The Warrants require the issuance of registered shares upon exercise, do not expressly preclude an implied right to cash settlement and are therefore accounted for as derivative liabilities. The Company classifies these derivative warrant liabilities on the balance sheet as a current liability.

 

A summary of quantitative information with respect to the valuation methodology and significant unobservable inputs used for the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy at the date of issuance and, as of March 31, 2024 and December 31, 2023, is as follows:

 

   March 31, 2024   December 31, 2023 
Risk-free rate of interest   4.59%   4.23%
Expected volatility   106.56%   102.81%
Expected life (in years)   1.93    2.18 
Expected dividend yield   -    - 

 

The risk-free interest rate was based on rates established by the Federal Reserve Bank. For the Warrants, the Company estimates expected volatility giving primary consideration to the historical volatility of its Common Stock. The general expected volatility is based on the standard deviation of the Company’s underlying stock price’s daily logarithmic returns. The expected life of the warrants was determined by the expiration date of the warrants. The expected dividend yield was based on the fact that the Company has not historically paid dividends on its Common Stock and does not expect to pay recurring dividends on its Common Stock in the future.

 

 

The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial assets and liabilities for the Three Months ended March 31, 2024 and 2023, that are measured at fair value on a recurring basis:

 

   Fair Value of Level 3 Financial Assets 
   March 31, 2024   March 31, 2023 
Beginning balance  $100,000    100,000 
Purchases   -    - 
Unrealized appreciation (depreciation)   -    - 
Ending balance  $100,000   $100,000 

 

   Fair Value of Level 3 Financial Liabilities 
   March 31, 2024   March 31, 2023 
Beginning balance  $213,750   $213,750 
Warrant liabilities classification   -    - 
Fair value adjustment of warrant liabilities   -    285,000 
Ending balance  $213,750   $498,750 

 

 

v3.24.1.1.u2
Stockholders’ Equity
3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
Stockholders’ Equity

Note 7 – Stockholders’ Equity

 

Common Stock

 

The Company received shareholder approval on July 11, 2023 to amend our Articles of Incorporation to increase the number of authorized shares of common stock from 97,500,000 shares to 975,000,000. On July 12, 2023, the Company filed a Certificate of Amendment to the Articles of Incorporation to effectuate the increase of our authorized shares of common stock to 975,000,000.

 

At-The-Market Offering Agreement

 

On September 14, 2021, the Company entered into an At-The-Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as agent (“H.C. Wainwright”), pursuant to which the Company may offer and sell, from time-to-time through H.C. Wainwright, shares of the Company’s Common Stock having an aggregate offering price of up to $98,767,500 (the “Shares”). The Company will pay H.C. Wainwright a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Shares.

 

During the three months ended March 31, 2024, the Company did not sell any shares of Common Stock under the ATM Agreement.

 

Share Based Payments

 

Effective January 19, 2023, The Board of Directors of the Company approved the annual issuance of $50,000 of common stock to each independent director. The shares will be issued in four equal installments ($12,500) at the end of each calendar quarter beginning March 31st, subject to continued service on each applicable issuance date. The number of shares issuable will be based on the closing price of the Company’s common stock on the last trading day prior to the end of the applicable calendar quarter. For the three months ended March 31, 2024, 14,206 shares of common stock were issued to independent directors.

 

For the three months ended March 31, 2024, 414,148 shares of common stock were issued to officers related to payment of 2023 accrued bonus compensation totaling approximately $675,000.

 

Preferred Stock

 

Series V

 

Effective January 27, 2023, the Board approved the issuance of a newly designated Series V Preferred Stock (“Series V”) on a one-for-one basis to the Company’s shareholders (including restricted stock unit holders and warrant holders). The distribution of Series V shares was approved and completed on June 2, 2023 to shareholders as of the record date of May 12, 2023. The Series V: (i) is non-convertible, (ii) has a 20% liquidation preference over the shares of common stock, (iii) is non-voting and (iv) has certain rights to dividends and distributions (at the discretion of the Board of Directors). A total of 14,542,803 shares of Series V Preferred Stock were distributed to shareholders on June 2, 2023.

 

The fair value of the Series V as of the record date, May 12, 2023, amounted to approximately $2,560,000. The Company used a probability valuation model to determine the fair value of the preferred stock.

 

 

2021 Equity Incentive Plan

 

The Company’s 2021 Equity Incentive Plan (the “2021 Plan”) was effective on January 1, 2021 and approved by shareholders on March 31, 2021 and amended on June 13, 2022. The Company received shareholder approval on July 11, 2023 to increase the authorized amount under the 2021 Plan from 7,000,000 shares to 12,000,000 shares.

 

Options

 

The following weighted-average assumptions were used to estimate the fair value of options granted on the deemed grant date during the three months ended March 31, 2024 and 2023 for the Black-Scholes formula:

 

   Three Months Ended
March 31,
 
   2024   2023 
Exercise price  $-   $0.63 
Term (years)   -    5.00 
Expected stock price volatility   0.00%   152.84%
Risk-free rate of interest   0.00%   3.99%

 

Expected Volatility: The Company uses historical volatility as it provides a reasonable estimate of the expected volatility. Historical volatility is based on the most recent volatility of the stock price over a period of time equivalent to the expected term of the option.

 

Risk-Free Interest Rate: The risk-free interest rate is based on the U.S. treasury zero-coupon yield curve in effect at the time of grant for the expected term of the option.

 

Expected Term: The Company’s expected term represents the weighted-average period that the Company’s stock options are expected to be outstanding. The expected term is based on the expected time to post-vesting exercise of options by employees. The Company uses historical exercise patterns of previously granted options to derive employee behavioral patterns used to forecast expected exercise patterns.

 

For awards vesting upon the achievement of the market conditions which were met at the date of grant, compensation cost measured on the date of grant was immediately recognized. For awards vesting upon the achievement of the market conditions which were not met at the date of grant, compensation cost measured on the grant date will be recognized on a straight-line basis over the vesting period based on estimation using a Monte-Carlo simulation.

 

 

A summary of option activity under the Company’s stock option plan for three months ended March 31, 2024 is presented below:

 

   Number of Shares   Weighted Average Exercise Price   Total Intrinsic Value   Weighted Average Remaining Contractual Life (in years) 
Outstanding as of December 31, 2023   1,200,000   $2.12   $8,700    2.4 
Employee options granted   -    -    -    - 
Employee options forfeited   -    -    -    - 
Outstanding as of March 31 ,2024   1,200,000   $2.12   $17,150    2.1 
Options vested and exercisable as of March 31 ,2024   1,145,000   $2.15   $1,300    2.0 

 

RSUs

On December 29, 2023, upon recommendation of the Compensation Committee, the Board of BTCS Inc. approved the grant of 50,000 RSUs to each of its executive officers (Mr. Allen, Mr. Handerhan, Mr. Prevoznik and Mr. Paranjape), effective January 1, 2024. The RSUs granted vest annually over a 5-year period (10,000 per year) with the first vesting date of December 31, 2024 and each subsequent vesting on the one-year anniversary of the first vesting date, subject to continued employment on each applicable vesting date.

 

On January 12, 2024, Messrs. Allen and Handerhan both informed the Compensation Committee, that for personal reasons, they each do not accept, and forfeit, the 50,000 restricted stock units granted to them each by the Company effective January 1, 2024. Subsequently, effective January 12, 2024, the Compensation Committee approved the grant of 50,000 additional RSUs to Mr. Prevoznik and Mr. Paranjape, each, which vest annually over a 5-year period (10,000 per year) with the first vesting date of December 31, 2024 and each subsequent vesting on the one-year anniversary of the first vesting date, subject to continued employment on each applicable vesting date.

 

A summary of the Company’s restricted stock units granted under the 2021 Plan during the three months ended March 31, 2024 are as follows:

 

   Number of Restricted Stock Units  

Weighted Average Grant

Date Fair Value

 
Nonvested at December 31, 2023   1,606,373   $3.25 
Granted   300,000    1.71 
Forfeited   (100,000)   1.63 
Nonvested at March 31, 2024   1,806,373   $3.09 

 

Stock Based Compensation

 

Stock-based compensation expense is recorded as a part of selling, general and administrative expenses, compensation expenses and cost of revenues. Stock-based compensation expense for the three months ended March 31, 2024 and 2023 was as follows:

 

   2024   2023 
  

For the Three Months

Ended March 31,

 
   2024   2023 
Employee stock option awards  $9,280   $3,307 
Employee restricted stock unit awards   239,146    267,338 
Non-employee restricted stock awards   -    15,908 
Stock-based compensation  $248,426   $286,553 

 

 

v3.24.1.1.u2
Accrued Expenses
3 Months Ended
Mar. 31, 2024
Payables and Accruals [Abstract]  
Accrued Expenses

Note 8 – Accrued Expenses

 

Accrued expenses consist of the following:

 

   March 31, 2024   December 31, 2023 
Accrued compensation  $6,419   $712,092 
Accounts payable and accrued expenses   26,193    55,058 
Accrued Expenses  $32,612   $767,150 

 

Accrued compensation includes approximately $0 and $710,000 related to performance bonus accruals as of March 31, 2024 and December 31, 2023, respectively.

 

v3.24.1.1.u2
Employee Benefit Plans
3 Months Ended
Mar. 31, 2024
Retirement Benefits [Abstract]  
Employee Benefit Plans

Note 9 – Employee Benefit Plans

 

The Company maintains defined contribution benefit plans under Section 401(k) of the Internal Revenue Code covering substantially all qualified employees of the Company (the “401(k) Plan”). Under the 401(k) Plan, the Company may make discretionary contributions of up to 100% of employee contributions. For the three months ended March 31, 2024 and 2023, the Company made contributions to the 401(k) Plan of $109,000 and $95,000, respectively.

 

v3.24.1.1.u2
Liquidity
3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Liquidity

Note 10 – Liquidity

 

The Company follows “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

 

As reflected in the financial statements, the Company has historically incurred a net loss and has an accumulated deficit of approximately $126,421,000 at March 31, 2024, and net cash used in operating activities of approximately $769,000 for the reporting period then ended. The Company is implementing its business plan and generating revenue; however, the Company’s cash position and liquid crypto assets are sufficient to support its daily operations over the next twelve months.

 

v3.24.1.1.u2
Subsequent Events
3 Months Ended
Mar. 31, 2024
Subsequent Events [Abstract]  
Subsequent Events

Note 11 – Subsequent Events

 

The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements other than disclosed.

 

On April 11, 2024, the Board of Directors of the Company, upon recommendation of the Compensation Committee, approved a performance based Annual Cash Incentive Plan for the Company’s executives for fiscal year 2024. If an executive meets their performance milestones, the executive will receive a bonus, payable in cash and/or equity at the discretion of the Board, in an amount up to 163% to 195% of the applicable executive’s base salary, as detailed below:

 

  Charles Allen, the Company’s Chief Executive Officer, is eligible to receive up to 195% of his base salary. Mr. Allen’s current base salary is $429,933;
  Michal Handerhan, the Company’s Chief Operating Officer, is eligible to receive up to 179% of his base salary. Mr. Handerhan’s base salary is $300,307;
  Michael Prevoznik, the Company’s Chief Financial Officer, is eligible to receive up to 163% of his base salary. Mr. Prevoznik’s base salary is $245,706;
  Manish Paranjape, the Company’s Chief Technology Officer is eligible to receive up to 163% of his base salary. Mr. Paranjape’s base salary is $245,706.
v3.24.1.1.u2
Basis of Presentation (Policies)
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
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, 2024 are not necessarily indicative of results for the full year ended December 31, 2023. The unaudited condensed financial statements and notes should be read in conjunction with the financial statements and notes for the year ended December 31, 2023.

 

Reclassifications

Reclassifications

 

Certain prior period amounts have been reclassified in order to conform with the current period presentation in the unaudited condensed financial statements and accompanying notes. The reclassifications did not have a material impact on the Company’s unaudited condensed financial statements and related disclosures. The impact on any prior period disclosures was immaterial.

 

 

v3.24.1.1.u2
Summary of Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Cash and Cash Equivalents

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, 2024 and December 31, 2023, the Company had approximately $670,000 and $1,458,000 in cash. 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, 2024 and December 31, 2023, the Company had approximately $144,000 and $933,000 in excess of the FDIC insured limit, respectively.

 

Stablecoins

Stablecoins

 

The Company holds stablecoins, such as USDT (Tether) and USDC (USD Coin), which are crypto assets that are pegged to the value of one U.S. dollar. Our stablecoins are typically held in secure digital wallets or on crypto asset exchanges. The Company acquires and holds stablecoins primarily to facilitate crypto asset transactions, including, but not limited to, payments to third-party vendors.

 

The Company accounts for its stablecoins as indefinite-lived intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other. While not accounted for as cash or cash equivalents, these stablecoins are considered a liquidity resource.

 

Crypto Assets

Crypto Assets

 

Fair Value Measurement

 

The Company’s accounts for the fair value measurement for its crypto assets in accordance with ASC 820, Fair Value Measurement. ASC 820 defines fair value as 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. It requires the Company to assume that its crypto assets are sold in their principal market or, in the absence of a principal market, the most advantageous market.

 

Kraken serves as the principal market for the Company’s crypto assets, being the Company’s primary cryptocurrency exchange for both purchases and sales. Coinbase is designated as the secondary principal market. This determination results from a comprehensive evaluation considering various factors, including compliance, trading activity, and price stability.

 

The fair value of crypto assets is primarily determined based on pricing data obtained from Kraken, the Company’s principal market. In the absence of Kraken data, pricing from Coinbase serves as a secondary source.

 

While Kraken is designated as the primary exchange, the Company retains flexibility to conduct cryptocurrency transactions on other exchanges where it maintains accounts. This flexibility allows the Company to adapt to changing market conditions and explore alternative platforms when necessary to ensure cost-effective execution and fair value measurement using the most advantageous market.

 

The selection of Kraken as the principal market reflects the Company’s commitment to informed decision-making and achieving the most accurate representation of fair value for its crypto assets. Regular reviews ensure alignment with the Company’s objectives and cryptocurrency market dynamics.

 

 

Accounting for Crypto Assets

 

The cost basis of the Company’s crypto assets is initially recorded at their fair value using the last close price of the day in the UTC (Coordinated Universal Time) time zone on the date of receipt.

 

Crypto assets are measured at their fair respective fair market values at each reporting period end on the balance sheets and classified as either ‘Staked Crypto Assets’ or ‘Crypto Assets’ to distinguish their nature within the respective balances. Staked crypto assets are presented as current assets if their lock-up periods are less than 12 months, and as long-term other assets if the lock-up extends beyond one year. The majority of our crypto assets are staked, typically with lock-up periods of less than 21 days, and are considered current assets in accordance with ASC 210-10-20, Balance Sheet, due to the Company’s ability to sell them in a liquid marketplace, as we have a reasonable expectation that they will be realized in cash or sold or consumed during the normal operating cycle of our business to support operations when needed.

 

The classification of purchases and sales in the statements of cash flows is determined based on the nature of the crypto assets, which can be categorized as ‘productive’ (i.e. acquired for purposes of staking) or ‘non-productive’ (e.g. bitcoin). Acquisitions of non-productive crypto assets are treated as operating activities, while acquisitions of productive crypto assets are classified as investing activities in accordance with ASC 230-10-20, Investing activities. Productive crypto assets staked with lock-up periods of less than 12 months are listed as current assets in the ‘Staked Crypto Assets’ line item on the balance sheet. Staked crypto assets with lock-up periods exceeding 12 months are categorized as long-term other assets. Non-productive crypto assets are included in the ‘Crypto Assets’ line item on the balance sheet.

 

Effective January 1, 2023, the Company has elected to early adopt ASU No. 2023-08, resulting in a material change in accounting principle related to the Company’s accounting treatment of crypto assets. The impacts of the change in accounting principle are discussed further in Note 4.

 

The Company employs the specific identification method to determine the cost basis of our assets for the computation of gains and losses, in accordance with ASC 350-60-50-2a. This method involves identifying and using the actual cost of each individual asset sold or disposed of to calculate the gain or loss on its sale. Realized gain (loss) on sale of crypto assets are included in other income (expense) in the statements of operations. The Company recorded realized gains (losses) on crypto assets of approximately $11,000 and $8,000 during the three months ended March 31, 2024 and 2023, respectively.

 

 

Revenue Recognition

Revenue Recognition

 

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

 

  Step 1: Identify the contract with the customer
  Step 2: Identify the performance obligations in the contract
  Step 3: Determine the transaction price
  Step 4: Allocate the transaction price to the performance obligations in the contract
  Step 5: Recognize revenue when the Company satisfies a performance obligation

 

Revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company generates revenue through 1) staking rewards generated from its blockchain infrastructure operations, and 2) gas fees earned from successful Ethereum block building through Builder+. These revenues are collectively termed ‘Blockchain infrastructure revenues’ in the statements of operations.

 

The transaction consideration the Company receives - the crypto asset awards and gas fees - are a non-cash consideration, which the Company measures at fair value on the date received.

 

Blockchain Infrastructure

 

The Company engages in network-based smart contracts by running its own crypto asset validator nodes as well as by staking (or “delegating”) crypto assets directly to both its own validator nodes and nodes run by third-party operators. Through these contracts, the Company provides crypto assets to stake to a node for the purpose of validating transactions and adding blocks to a respective blockchain network. The term of a smart contract can vary based on the rules of the respective blockchain and typically last from a few days to several weeks after it is cancelled (or “un-staked”) by the delegator and requires that the staked crypto assets remain locked up during the duration of the smart contract.

 

In exchange for staking the crypto assets and validating transactions on blockchain networks, the Company is entitled to all of the fixed crypto asset awards earned from the network when delegating to the Company’s own node and is entitled to a fractional share of the fixed crypto asset awards a third-party node operator receives (less crypto asset transaction fees payable to the node operator, which are immaterial and are recorded as a deduction from revenue), for successfully validating or adding a block to the blockchain. The Company’s fractional share of awards received from delegating to a third-party validator node is proportionate to the crypto assets staked by the Company compared to the total crypto assets staked by all Delegators to that node at that time.

 

On certain blockchain networks on which the Company operates a validator node, the Company earns a validator node fee (“Validator Fee”), determined as a node operator’s published percentage of the crypto asset rewards earned on crypto assets delegated to its node.

 

Token rewards earned from staking, as well as tokens earned as Validator Fees, are calculated and distributed directly to BTCS digital wallets by the blockchain networks as part of their consensus mechanisms.

 

 

The provision of validating blockchain transactions is an output of the Company’s ordinary activities. Each separate block creation or validation under a smart contract with a network represents a performance obligation. The satisfaction of the performance obligation for processing and validating blockchain transactions occurs at a point in time when confirmation is received from the network indicating that the validation is complete, and the awards are available for transfer. At that point, revenue is recognized.

 

Ethereum Block Building (Builder+)

 

The Company participates in the Ethereum blockchain network by engaging in the construction of blocks (“block building”) containing strategically bundled transactions from the Ethereum mempool and from searchers who connect to the Company’s endpoint with the intent of the Company’s builder proposing their transactions. Revenue recognition for these activities, conducted through Builder+, entails the recognition of gas fees (or “transaction fees”) earned in exchange for successfully constructing blocks of bundled transactions and having these blocks selected and proposed by a validator to the Ethereum network for validation.

 

These gas fees are earned as a direct result of the Company’s fulfillment of its performance obligations, which include the construction of blocks by bundling transactions to maximize the value of the included fees and the proposal of that block to a Validator. Each constructed block under a smart contract with the Ethereum network signifies a distinct performance obligation.

 

As part of the block construction and proposal process, the Company’s Builder purchases block space through a fixed non-negotiable fee paid to a Validator (a “Validator Payment”) embedded in each proposed block. The Validator Payment, predetermined by the Builder, is paid to Validators as compensation for selecting and proposing the Company’s block to the network for validation. The Validator Payment is intrinsically linked to the Company’s performance obligations and is only disbursed when a block constructed by the Builder is selected by a Validator, proposed, and successfully finalized on the Ethereum network. It represents a direct and fixed pre-determined cost.

 

The satisfaction of the performance obligation occurs at a point in time when the constructed block is proposed by a Validator and successfully finalized on the Ethereum network. At this juncture, the Company has fulfilled its obligations, and the gas fees associated with the transactions included in the block become available and are transferred to the Company’s digital wallet, simultaneous with the disbursement of the related Validator payment.

 

The Company recognizes revenue, reflecting the fair value of the total gas fees earned from the constructed block net of the related Validator Payments disbursed. For the three months ended March 31, 2024 this resulted in the recognition of negative revenue, as Validator Payments exceed the total value of the gas fees associated with proposed blocks.

 

 

The following table summarizes the revenues earned from the Company’s operations for the three months ended March 31, 2024 and 2023.

 

   2024   2023 
   For the Three Months Ended March 31, 
   2024   2023 
Revenues from blockchain infrastructure operations          
Staking to BTCS nodes  $343,911   $260,708 
Staking to third-party nodes   74,442    50,800 
Builder+   (32,580)   - 
Total revenues  $385,773   $311,508 

 

The following tables detail the native token rewards and their respective fair market value recognized as revenue for the three months ended March 31, 2024 and 2023. The tables differentiate between three sources of revenue: token rewards earned through delegating cryptocurrency assets to validator nodes operated by third parties, and revenue generated from BTCS blockchain infrastructure operations, which includes token rewards earned from staking crypto assets to validator nodes operated by BTCS, Validator Fees calculated as a percentage of rewards earned from crypto assets delegated by third-parties to BTCS nodes, as well as block rewards earned by BTCS Builders.

 

The following tables detail the native token rewards and their respective fair market value recognized as revenue for the three months ended March 31, 2024 and 2023. Revenues are derived from three primary sources: (1) token rewards earned from the delegation of cryptocurrency assets to third-party validator nodes; (2) token rewards derived from BTCS-operated validator nodes, which include staking of the Company’s crypto assets to BTCS nodes as well as Validator Fees earned from third parties asset delegations to our nodes; and (3) net block rewards accrued generated by BTCS Builders.

 

Crypto assets earned from BTCS validator nodes

 

   For the Three Months Ended March 31, 
   2024   2023 
Asset  Token Rewards   Revenue ($USD)   Token Rewards   Revenue ($USD) 
Ethereum (ETH)   65   $188,078    98   $154,634 
Cosmos (Atom)   11,166   $121,074    5,980   $75,469 
Akash (AKT)   4,575   $18,746    2,807   $1,045 
Kava (KAVA)   6,292   $5,252    13,008   $11,735 
NEAR Protocol (NEAR)   714   $4,422    1,022   $2,111 
Mina (MINA)   2,880   $3,646    5,760   $3,837 
Oasis Network (ROSE)   16,137   $2,218    20,364   $1,196 
Kusama (KSM)   10   $475    273   $9,412 
Tezos (XTZ)   -   $-    1,179   $1,269 
Total earned from BTCS validator nodes       $343,911        $260,708 

 

Crypto assets earned from Ethereum block building through Builder+

 

   For the Three Months Ended March 31, 
   2024   2023 
Asset  Token Rewards   Revenue ($USD)   Token Rewards   Revenue ($USD) 
Ethereum (ETH)   (12)  $(32,580)   -   $- 
Total earned from Ethereum block building through Builder+       $(32,580)       $          - 

 

Crypto assets earned from staking to third-party validator nodes

 

   For the Three Months Ended March 31, 
   2024   2023 
Asset  Token Rewards   Revenue ($USD)   Token Rewards   Revenue ($USD) 
Axie Infinity (AXS)   5,381   $48,322    4,452   $40,028 
Solana (SOL)   119   $15,372    121   $2,531 
Polygon (MATIC)   6,230   $5,731    5,981   $6,737 
Polkadot (DOT)   360   $2,957    246   $1,504 
Evmos (EVMOS)   11,426   $940    -   $- 
Cardano (ADA)   1,289   $753    -   $- 
Tezos (XTZ)   318   $367    -   $- 
Total earned from staking to third-party validator nodes       $74,442        $50,800 
Total revenue earned       $385,773        $311,508 

 

 

Cost of Revenues

Cost of Revenues

 

The Company’s cost of revenues related to its blockchain infrastructure operations primarily includes direct production costs associated with transaction validation on the network, cloud-based server hosting expenses related to our validator nodes and Builders, and allocated employee salaries dedicated to node maintenance and support. Additionally, the cost of revenues encompasses fees paid to third parties for their assistance in software maintenance and node operations. These costs directly related to the production of revenues are collectively termed ‘Blockchain infrastructure expenses’ in the statements of operations.

 

The following table further details the costs of revenues for the three months ended March 31, 2024 and 2023.

 

   2024   2023 
   For the Three Months Ended March 31, 
   2024   2023 
Cost of staking revenues  $51,953   $82,014 
Cost of Builder revenues   43,059    - 
Total cost of revenues  $95,012   $82,014 

 

Internally Developed Software

Internally Developed Software

 

Internally developed software consists of the core technology of the Company’s StakeSeeker platform, which is being designed to allow users to track, monitor and analyze their aggregate cryptocurrency portfolio holdings by connecting their crypto exchanges and digital wallets as well as providing a non-custodial delegation process to earn staking rewards on crypto asset holdings. For internally developed software, the Company uses both its own employees as well as the services of external vendors and independent contractors. The Company accounts for computer software used in the business in accordance with ASC 985-20 and ASC 350.

 

ASC 985-20, Software-Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed, requires that software development costs incurred in conjunction with product development be charged to research and development expense until technological feasibility is established. Thereafter, until the product is released for sale, software development costs must be capitalized and reported at the lower of unamortized cost or net realizable value of the related product. Some companies use a “tested working model” approach to establishing technological feasibility (i.e., beta version). Under this approach, software under development will pass the technological feasibility milestone when the Company has completed a version that contains essentially all the functionality and features of the final version and has tested the version to ensure that it works as expected.

 

ASC 350, Intangibles-Goodwill and Other, requires computer software costs associated with internal use software to be charged to operations as incurred until certain capitalization criteria are met. Costs incurred during the preliminary project stage and the post-implementation stages are expensed as incurred. Certain qualifying costs incurred during the application development stage are capitalized as property, equipment and software. These costs generally consist of internal labor during configuration, coding, and testing activities. Capitalization begins when (i) the preliminary project stage is complete, (ii) management with the relevant authority authorizes and commits to the funding of the software project, and (iii) it is probable both that the project will be completed and that the software will be used to perform the function intended.

 

 

Property and Equipment

Property and Equipment

 

Property and equipment consists of computer, equipment and office furniture and fixtures, all of which are recorded at cost. Depreciation and amortization are recorded using the straight-line method over the respective useful lives of the assets ranging from three to five years. Long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable.

 

Use of Estimates

Use of Estimates

 

The accompanying financial statements have been prepared in conformity with U.S. GAAP. This requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the period. The Company’s significant estimates and assumptions include the recoverability and useful lives of indefinite life intangible assets, stock-based compensation, and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates, including the carrying amount of the indefinite life intangible assets, could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates and assumptions.

 

Income Taxes

Income Taxes

 

The Company recognizes income taxes on an accrual basis based on tax positions taken or expected to be taken in its tax returns. A tax position is defined as a position in a previously filed tax return or a position expected to be taken in a future tax filing that is reflected in measuring current or deferred income tax assets and liabilities. Tax positions are recognized only when it is more likely than not (i.e., likelihood of greater than 50%), based on technical merits, that the position would be sustained upon examination by taxing authorities. Tax positions that meet the more likely than not threshold are measured using a probability-weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. A valuation allowance is established to reduce deferred tax assets if all, or some portion, of such assets will more than likely not be realized. Should they occur, the Company’s policy is to classify interest and penalties related to tax positions as income tax expense. Since the Company’s inception, no such interest or penalties have been incurred.

 

 

Accounting for Warrants

Accounting for Warrants

 

The Company accounts for the issuance of Common Stock purchase warrants issued in connection with the equity offerings in accordance with the provisions of ASC 815, Derivatives and Hedging. The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). In addition, Under ASC 815, registered Common Stock warrants that require the issuance of registered shares upon exercise and do not expressly preclude an implied right to cash settlement are accounted for as derivative liabilities. The Company classifies these derivative warrant liabilities on the balance sheets as a current liability.

 

The Company assessed the classification of Common Stock purchase warrants as of the date of each offering and determined that such instruments originally met the criteria for equity classification; however, as a result of the Company no longer being in control of whether the warrants may be cash settled, the instruments no longer qualify for equity classification. Accordingly, the Company classified the warrants as a liability at their fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised or expired, and any change in fair value is recognized as “change in the fair value of warrant liabilities” in the statements of operations. The fair value of the warrants has been estimated using a Black-Scholes valuation model (see Note 6).

 

Stock-based compensation

Stock-based compensation

 

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation. ASC 718 addresses all forms of share-based payment awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718, awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations.

 

Share-based payment awards exchanged for services are accounted for at the fair value of the award on the estimated grant date.

 

Options

 

Stock options issued under the Company’s long-term incentive plans are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of grant. These options often vest over a one-year period.

 

The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.

 

Restricted Stock Units (RSUs)

 

For awards vesting upon the achievement of a service condition, compensation cost measured on the grant date will be recognized on a straight-line basis over the vesting period. Stock-based compensation expense for the market-based restricted stock units with explicit service conditions is recognized on a straight-line basis over the longer of the derived service period or the explicit service period, regardless of whether the market condition is satisfied. However, in the event that the explicit service period is not met, previously recognized compensation cost would be reversed. Market-based restricted stock units subject to market-based performance targets require achievement of the performance target as well as a service condition in order for these RSUs to vest.

 

The Company estimates the fair value of market-based RSUs as of the grant date and expected derived term using a Monte Carlo simulation that incorporates pricing inputs covering the period from the grant date through the end of the derived service period.

 

 

Dividends

Dividends

 

Effective January 27, 2023, the Company’s Board of Directors (the “Board”) approved the issuance of a newly designated Series V Preferred Stock (“Series V”) on a one-for-one basis to the Company’s shareholders (including restricted stock unit holders and warrant holders who were entitled to such distribution). The distribution of Series V shares was approved and completed on June 2, 2023 to shareholders as of the record date of May 12, 2023. The Series V: (i) is non-convertible, (ii) has a 20% liquidation preference over the shares of common stock, (iii) is non-voting and (iv) has certain rights to dividends and distributions (at the discretion of the Board). A total of 14,542,803 shares of Series V Preferred Stock were distributed to shareholders on June 2, 2023. In June 2023, the Series V shares commenced trading on Upstream, a Merj Exchange market (“Upstream”). In November 2023, Upstream announced that it was no longer providing U.S. individuals with the ability to trade on Upstream. All Series V shares owned by U.S investors were returned to the transfer agent.

 

The Company will evaluate the appropriateness of potential future dividends as the Company continues to grow its operations.

 

Advertising Expense

Advertising Expense

 

Advertisement costs are expensed as incurred and included in marketing expenses. Advertising and marketing expenses amounted to approximately $58,000 and $6,000 for the three months ended March 31, 2024 and 2023, respectively.

 

Net Income (Loss) per Share

Net Income (Loss) per Share

 

Basic income (loss) per share is computed by dividing the net income or loss applicable to common shares by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the Company’s restricted stock units, options and warrants. Diluted income (loss) per share excludes the shares issuable upon the conversion of preferred stock, notes and warrants from the calculation of net income (loss) per share if their effect would be anti-dilutive.

 

Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

In December 2023, the FASB issued ASU No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60), which is intended to improve the accounting for and disclosure of crypto assets. The ASU requires entities to subsequently measure crypto assets that meet specific criteria at fair value, with changes recognized in net income each reporting period. The ASU also the requires specific presentation of cash receipts arising from crypto assets that are received as noncash consideration in the ordinary course of business and are converted nearly immediately into cash. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU No. 2023-08 effective January 1, 2023, which had a material impact to its financial statement and related disclosures, which are further discussed in Note 4.

 

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

v3.24.1.1.u2
Summary of Significant Accounting Policies (Tables)
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Schedule of Revenues Earned from Company’s Operations

The following table summarizes the revenues earned from the Company’s operations for the three months ended March 31, 2024 and 2023.

 

   2024   2023 
   For the Three Months Ended March 31, 
   2024   2023 
Revenues from blockchain infrastructure operations          
Staking to BTCS nodes  $343,911   $260,708 
Staking to third-party nodes   74,442    50,800 
Builder+   (32,580)   - 
Total revenues  $385,773   $311,508 
Schedule of Crypto Assets Earned From Validator Nodes

Crypto assets earned from BTCS validator nodes

 

   For the Three Months Ended March 31, 
   2024   2023 
Asset  Token Rewards   Revenue ($USD)   Token Rewards   Revenue ($USD) 
Ethereum (ETH)   65   $188,078    98   $154,634 
Cosmos (Atom)   11,166   $121,074    5,980   $75,469 
Akash (AKT)   4,575   $18,746    2,807   $1,045 
Kava (KAVA)   6,292   $5,252    13,008   $11,735 
NEAR Protocol (NEAR)   714   $4,422    1,022   $2,111 
Mina (MINA)   2,880   $3,646    5,760   $3,837 
Oasis Network (ROSE)   16,137   $2,218    20,364   $1,196 
Kusama (KSM)   10   $475    273   $9,412 
Tezos (XTZ)   -   $-    1,179   $1,269 
Total earned from BTCS validator nodes       $343,911        $260,708 
Schedule of Crypto Assets Earned From Third Party

Crypto assets earned from Ethereum block building through Builder+

 

   For the Three Months Ended March 31, 
   2024   2023 
Asset  Token Rewards   Revenue ($USD)   Token Rewards   Revenue ($USD) 
Ethereum (ETH)   (12)  $(32,580)   -   $- 
Total earned from Ethereum block building through Builder+       $(32,580)       $          - 

 

Crypto assets earned from staking to third-party validator nodes

 

   For the Three Months Ended March 31, 
   2024   2023 
Asset  Token Rewards   Revenue ($USD)   Token Rewards   Revenue ($USD) 
Axie Infinity (AXS)   5,381   $48,322    4,452   $40,028 
Solana (SOL)   119   $15,372    121   $2,531 
Polygon (MATIC)   6,230   $5,731    5,981   $6,737 
Polkadot (DOT)   360   $2,957    246   $1,504 
Evmos (EVMOS)   11,426   $940    -   $- 
Cardano (ADA)   1,289   $753    -   $- 
Tezos (XTZ)   318   $367    -   $- 
Total earned from staking to third-party validator nodes       $74,442        $50,800 
Total revenue earned       $385,773        $311,508 
Schedule of Crypto Assets Earned From Third Party

Crypto assets earned from staking to third-party validator nodes

 

   For the Three Months Ended March 31, 
   2024   2023 
Asset  Token Rewards   Revenue ($USD)   Token Rewards   Revenue ($USD) 
Axie Infinity (AXS)   5,381   $48,322    4,452   $40,028 
Solana (SOL)   119   $15,372    121   $2,531 
Polygon (MATIC)   6,230   $5,731    5,981   $6,737 
Polkadot (DOT)   360   $2,957    246   $1,504 
Evmos (EVMOS)   11,426   $940    -   $- 
Cardano (ADA)   1,289   $753    -   $- 
Tezos (XTZ)   318   $367    -   $- 
Total earned from staking to third-party validator nodes       $74,442        $50,800 
Total revenue earned       $385,773        $311,508 
Schedule of Costs of Revenues

The following table further details the costs of revenues for the three months ended March 31, 2024 and 2023.

 

   2024   2023 
   For the Three Months Ended March 31, 
   2024   2023 
Cost of staking revenues  $51,953   $82,014 
Cost of Builder revenues   43,059    - 
Total cost of revenues  $95,012   $82,014 
v3.24.1.1.u2
Crypto Assets (Tables)
3 Months Ended
Mar. 31, 2024
Other Liabilities Disclosure [Abstract]  
Schedule of Crypto Assets Held

The following table presents the Company’s crypto assets held as of March 31, 2024:

 

Asset  Tokens   Cost   Fair Market Value 
Ethereum (ETH)   7,868   $9,028,622   $28,700,380 
Cosmos (Atom)   281,264    4,964,305    3,455,299 
Solana (SOL)   7,964    548,745    1,613,543 
Avalanche (Avax)   17,842    1,129,281    964,888 
Axie Infinity (AXS)   65,932    1,962,310    726,572 
Polygon (Matic)   512,241    854,336    514,187 
Oasis Network (ROSE)   2,663,766    159,759    366,108 
Kusama (KSM)   7,796    1,427,557    377,395 
Kava (KAVA)   351,685    1,094,552    374,932 
NEAR Protocol (NEAR)   80,981    167,201    591,162 
Akash (AKT)   123,646    64,902    592,956 
Cardano (ADA)   266,543    402,745    173,350 
Mina (MINA)   92,897    67,185    115,192 
Polkadot (DOT)   9,010    142,668    86,858 
Evmos (EVMOS)   357,203    98,344    28,612 
Tezos (XTZ)   26,492    73,686    37,118 
Band Protocol (BAND)   992    1,500    2,223 
Total       $22,187,698   $38,720,775 
v3.24.1.1.u2
Fair Value of Financial Assets and Liabilities (Tables)
3 Months Ended
Mar. 31, 2024
Fair Value Disclosures [Abstract]  
Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis

The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of March 31, 2024 and December 31, 2023:

 

   Fair Value Measured at March 31, 2024 
   Total at March 31,   Quoted prices in active markets   Significant other observable inputs   Significant unobservable inputs 
   2024   (Level 1)   (Level 2)   (Level 3) 
Assets                    
Crypto Assets  $38,720,775   $38,720,775   $-   $- 
Investments   100,000    -           -    100,000 
Total Assets  $38,820,775   $38,720,775   $-   $100,000 
Liabilities                    
Warrant Liabilities  $213,750   $-   $-   $213,750 

 

   Fair Value Measured at December 31, 2023 
   Total at December 31,   Quoted prices in active markets   Significant other observable inputs   Significant unobservable inputs 
   2023   (Level 1)   (Level 2)   (Level 3) 
Assets                    
Crypto Assets  $25,202,929   $25,202,929   $      -   $- 
Investments   100,000    -    -    100,000 
Total Assets  $25,302,929   $25,202,929   $-   $100,000 
Liabilities                    
Warrant Liabilities  $213,750   $-   $-   $213,750 
Summary of Valuation Methodology and Significant Unobservable Inputs Warrant Liabilities

A summary of quantitative information with respect to the valuation methodology and significant unobservable inputs used for the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy at the date of issuance and, as of March 31, 2024 and December 31, 2023, is as follows:

 

   March 31, 2024   December 31, 2023 
Risk-free rate of interest   4.59%   4.23%
Expected volatility   106.56%   102.81%
Expected life (in years)   1.93    2.18 
Expected dividend yield   -    - 
Schedule of Changes in Fair Value and Other Adjustments of Warrants

The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial assets and liabilities for the Three Months ended March 31, 2024 and 2023, that are measured at fair value on a recurring basis:

 

   Fair Value of Level 3 Financial Assets 
   March 31, 2024   March 31, 2023 
Beginning balance  $100,000    100,000 
Purchases   -    - 
Unrealized appreciation (depreciation)   -    - 
Ending balance  $100,000   $100,000 

 

   Fair Value of Level 3 Financial Liabilities 
   March 31, 2024   March 31, 2023 
Beginning balance  $213,750   $213,750 
Warrant liabilities classification   -    - 
Fair value adjustment of warrant liabilities   -    285,000 
Ending balance  $213,750   $498,750 

v3.24.1.1.u2
Stockholders’ Equity (Tables)
3 Months Ended
Mar. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Summary of Option Activity

A summary of option activity under the Company’s stock option plan for three months ended March 31, 2024 is presented below:

 

   Number of Shares   Weighted Average Exercise Price   Total Intrinsic Value   Weighted Average Remaining Contractual Life (in years) 
Outstanding as of December 31, 2023   1,200,000   $2.12   $8,700    2.4 
Employee options granted   -    -    -    - 
Employee options forfeited   -    -    -    - 
Outstanding as of March 31 ,2024   1,200,000   $2.12   $17,150    2.1 
Options vested and exercisable as of March 31 ,2024   1,145,000   $2.15   $1,300    2.0 

Summary of Restricted Stock

A summary of the Company’s restricted stock units granted under the 2021 Plan during the three months ended March 31, 2024 are as follows:

 

   Number of Restricted Stock Units  

Weighted Average Grant

Date Fair Value

 
Nonvested at December 31, 2023   1,606,373   $3.25 
Granted   300,000    1.71 
Forfeited   (100,000)   1.63 
Nonvested at March 31, 2024   1,806,373   $3.09 

Schedule of Stock-based Compensation Expense

Stock-based compensation expense is recorded as a part of selling, general and administrative expenses, compensation expenses and cost of revenues. Stock-based compensation expense for the three months ended March 31, 2024 and 2023 was as follows:

 

   2024   2023 
  

For the Three Months

Ended March 31,

 
   2024   2023 
Employee stock option awards  $9,280   $3,307 
Employee restricted stock unit awards   239,146    267,338 
Non-employee restricted stock awards   -    15,908 
Stock-based compensation  $248,426   $286,553 
2021 Equity Incentive Plan [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Schedule of Weighted-Average Assumptions Used to Estimate Fair Value

   Three Months Ended
March 31,
 
   2024   2023 
Exercise price  $-   $0.63 
Term (years)   -    5.00 
Expected stock price volatility   0.00%   152.84%
Risk-free rate of interest   0.00%   3.99%
v3.24.1.1.u2
Accrued Expenses (Tables)
3 Months Ended
Mar. 31, 2024
Payables and Accruals [Abstract]  
Schedule of Accrued Expenses

Accrued expenses consist of the following:

 

   March 31, 2024   December 31, 2023 
Accrued compensation  $6,419   $712,092 
Accounts payable and accrued expenses   26,193    55,058 
Accrued Expenses  $32,612   $767,150 
v3.24.1.1.u2
Schedule of Revenues Earned from Company’s Operations (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Product Information [Line Items]    
Total revenues $ 385,773 $ 311,508
Staking to BTCS Nodes [Member]    
Product Information [Line Items]    
Total revenues 343,911 260,708
Staking to Third Party Nodes [Member]    
Product Information [Line Items]    
Total revenues 74,442 50,800
Builder+ [Member]    
Product Information [Line Items]    
Total revenues $ (32,580)
v3.24.1.1.u2
Schedule of Crypto Assets Earned From Validator Nodes (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Crypto Asset, Holding [Line Items]    
Revenues $ 385,773 $ 311,508
Bitcoin [Member]    
Crypto Asset, Holding [Line Items]    
Revenues 343,911 260,708
Ethereum [Member] | Bitcoin [Member]    
Crypto Asset, Holding [Line Items]    
Token rewards 65 98
Revenues 188,078 154,634
Cosmos [Member] | Bitcoin [Member]    
Crypto Asset, Holding [Line Items]    
Token rewards 11,166 5,980
Revenues 121,074 75,469
Akash [Member] | Bitcoin [Member]    
Crypto Asset, Holding [Line Items]    
Token rewards 4,575 2,807
Revenues 18,746 1,045
Kava [Member] | Bitcoin [Member]    
Crypto Asset, Holding [Line Items]    
Token rewards 6,292 13,008
Revenues 5,252 11,735
Near Protocol [Member] | Bitcoin [Member]    
Crypto Asset, Holding [Line Items]    
Token rewards 714 1,022
Revenues 4,422 2,111
Mina [Member] | Bitcoin [Member]    
Crypto Asset, Holding [Line Items]    
Token rewards 2,880 5,760
Revenues 3,646 3,837
Oasis Network [Member] | Bitcoin [Member]    
Crypto Asset, Holding [Line Items]    
Token rewards 16,137 20,364
Revenues 2,218 1,196
Kusama [Member] | Bitcoin [Member]    
Crypto Asset, Holding [Line Items]    
Token rewards 10 273
Revenues 475 9,412
Tezos [Member] | Bitcoin [Member]    
Crypto Asset, Holding [Line Items]    
Token rewards 1,179
Revenues $ 1,269
v3.24.1.1.u2
Schedule of Crypto Assets Earned From Third Party (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Crypto Asset, Holding [Line Items]    
Revenues $ 385,773 $ 311,508
Ethereum Block Building [Member]    
Crypto Asset, Holding [Line Items]    
Revenues (32,580)
Bitcoin [Member]    
Crypto Asset, Holding [Line Items]    
Revenues 343,911 260,708
Bitcoin [Member] | Third Party [Member]    
Crypto Asset, Holding [Line Items]    
Revenues 74,442 50,800
Ethereum [Member] | Ethereum Block Building [Member]    
Crypto Asset, Holding [Line Items]    
Token rewards (12)
Revenues (32,580)
Ethereum [Member] | Bitcoin [Member]    
Crypto Asset, Holding [Line Items]    
Token rewards 65 98
Revenues 188,078 154,634
Axie Infinity [Member] | Bitcoin [Member] | Third Party [Member]    
Crypto Asset, Holding [Line Items]    
Token rewards 5,381 4,452
Revenues 48,322 40,028
Solana [Member] | Bitcoin [Member] | Third Party [Member]    
Crypto Asset, Holding [Line Items]    
Token rewards 119 121
Revenues 15,372 2,531
Polygon [Member] | Bitcoin [Member] | Third Party [Member]    
Crypto Asset, Holding [Line Items]    
Token rewards 6,230 5,981
Revenues 5,731 6,737
Polkadot [Member] | Bitcoin [Member] | Third Party [Member]    
Crypto Asset, Holding [Line Items]    
Token rewards 360 246
Revenues 2,957 1,504
Evmos [Member] | Bitcoin [Member] | Third Party [Member]    
Crypto Asset, Holding [Line Items]    
Token rewards 11,426
Revenues 940
Cardano [Member] | Bitcoin [Member] | Third Party [Member]    
Crypto Asset, Holding [Line Items]    
Token rewards 1,289
Revenues 753
Tezos [Member] | Bitcoin [Member]    
Crypto Asset, Holding [Line Items]    
Token rewards 1,179
Revenues 1,269
Tezos [Member] | Bitcoin [Member] | Third Party [Member]    
Crypto Asset, Holding [Line Items]    
Token rewards 318
Revenues $ 367
v3.24.1.1.u2
Schedule of Costs of Revenues (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Accounting Policies [Abstract]    
Cost of staking revenues $ 51,953 $ 82,014
Cost of Builder revenues 43,059
Total cost of revenues $ 95,012 $ 82,014
v3.24.1.1.u2
Summary of Significant Accounting Policies (Details Narrative) - USD ($)
3 Months Ended
Jun. 02, 2023
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Property, Plant and Equipment [Line Items]        
Cash   $ 670,000   $ 1,458,000
Cash, FDIC insured amount   144,000   $ 933,000
Realized investment gains losses   $ 11,000 $ 8,000  
Income tax likelihood percentage description   Tax positions are recognized only when it is more likely than not (i.e., likelihood of greater than 50%), based on technical merits, that the position would be sustained upon examination by taxing authorities. Tax positions that meet the more likely than not threshold are measured using a probability-weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement.    
Liquidation preference   The Series V: (i) is non-convertible, (ii) has a 20% liquidation preference over the shares of common stock, (iii) is non-voting and (iv) has certain rights to dividends and distributions (at the discretion of the Board).    
Advertising and marketing expenses   $ 58,000 $ 6,000  
Series V Preferred Stock [Member]        
Property, Plant and Equipment [Line Items]        
Liquidation preference   The distribution of Series V shares was approved and completed on June 2, 2023 to shareholders as of the record date of May 12, 2023. The Series V: (i) is non-convertible, (ii) has a 20% liquidation preference over the shares of common stock, (iii) is non-voting and (iv) has certain rights to dividends and distributions (at the discretion of the Board of Directors)    
Preferred Stock [Member] | Series V Preferred Stock [Member]        
Property, Plant and Equipment [Line Items]        
Number of shares issued 14,542,803      
Maximum [Member]        
Property, Plant and Equipment [Line Items]        
Cash, FDIC insured amount   $ 250,000    
Property, plant and equipment, estimated useful lives   5 years    
Minimum [Member]        
Property, Plant and Equipment [Line Items]        
Property, plant and equipment, estimated useful lives   3 years    
v3.24.1.1.u2
Changes in Accounting Principle (Details Narrative)
12 Months Ended
Dec. 31, 2022
USD ($)
Changes In Accounting Principle  
Fair value of crypto assets $ 4,986,000
v3.24.1.1.u2
Schedule of Crypto Assets Held (Details)
Mar. 31, 2024
USD ($)
Platform Operator, Crypto Asset [Line Items]  
Cost $ 22,187,698
Fair Market Value 38,720,775
Ethereum [Member]  
Platform Operator, Crypto Asset [Line Items]  
Tokens 7,868
Cost 9,028,622
Fair Market Value 28,700,380
Cosmos [Member]  
Platform Operator, Crypto Asset [Line Items]  
Tokens 281,264
Cost 4,964,305
Fair Market Value 3,455,299
Solana [Member]  
Platform Operator, Crypto Asset [Line Items]  
Tokens 7,964
Cost 548,745
Fair Market Value 1,613,543
Avalanche [Member]  
Platform Operator, Crypto Asset [Line Items]  
Tokens 17,842
Cost 1,129,281
Fair Market Value 964,888
Axie Infinity [Member]  
Platform Operator, Crypto Asset [Line Items]  
Tokens 65,932
Cost 1,962,310
Fair Market Value 726,572
Polygon [Member]  
Platform Operator, Crypto Asset [Line Items]  
Tokens 512,241
Cost 854,336
Fair Market Value 514,187
Oasis Network [Member]  
Platform Operator, Crypto Asset [Line Items]  
Tokens 2,663,766
Cost 159,759
Fair Market Value 366,108
Kusama [Member]  
Platform Operator, Crypto Asset [Line Items]  
Tokens 7,796
Cost 1,427,557
Fair Market Value 377,395
Kava [Member]  
Platform Operator, Crypto Asset [Line Items]  
Tokens 351,685
Cost 1,094,552
Fair Market Value 374,932
Near Protocol [Member]  
Platform Operator, Crypto Asset [Line Items]  
Tokens 80,981
Cost 167,201
Fair Market Value 591,162
Akash [Member]  
Platform Operator, Crypto Asset [Line Items]  
Tokens 123,646
Cost 64,902
Fair Market Value 592,956
Cardano [Member]  
Platform Operator, Crypto Asset [Line Items]  
Tokens 266,543
Cost 402,745
Fair Market Value 173,350
Mina [Member]  
Platform Operator, Crypto Asset [Line Items]  
Tokens 92,897
Cost 67,185
Fair Market Value 115,192
Polkadot [Member]  
Platform Operator, Crypto Asset [Line Items]  
Tokens 9,010
Cost 142,668
Fair Market Value 86,858
Evmos [Member]  
Platform Operator, Crypto Asset [Line Items]  
Tokens 357,203
Cost 98,344
Fair Market Value 28,612
Tezos [Member]  
Platform Operator, Crypto Asset [Line Items]  
Tokens 26,492
Cost 73,686
Fair Market Value 37,118
Band Protocol [Member]  
Platform Operator, Crypto Asset [Line Items]  
Tokens 992
Cost 1,500
Fair Market Value $ 2,223
v3.24.1.1.u2
Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Crypto Assets $ 38,720,775 $ 25,202,929    
Investments 100,000 100,000    
Total Assets 38,820,775 25,302,929    
Warrant liabilities 213,750 213,750 $ 498,750 $ 213,750
Fair Value, Inputs, Level 1 [Member]        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Crypto Assets 38,720,775 25,202,929    
Investments    
Total Assets 38,720,775 25,202,929    
Warrant liabilities    
Fair Value, Inputs, Level 2 [Member]        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Crypto Assets    
Investments    
Total Assets    
Warrant liabilities    
Fair Value, Inputs, Level 3 [Member]        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Crypto Assets    
Investments 100,000 100,000    
Total Assets 100,000 100,000    
Warrant liabilities $ 213,750 $ 213,750    
v3.24.1.1.u2
Summary of Valuation Methodology and Significant Unobservable Inputs Warrant Liabilities (Details) - Fair Value, Inputs, Level 3 [Member]
3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Risk-free rate of interest 4.59% 4.23%
Expected volatility 106.56% 102.81%
Expected life (in years) 1 year 11 months 4 days 2 years 2 months 4 days
Expected dividend yield
v3.24.1.1.u2
Schedule of Changes in Fair Value and Other Adjustments of Warrants (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Fair Value Disclosures [Abstract]    
Beginning balance $ 100,000 $ 100,000
Purchases
Unrealized appreciation (depreciation)
Ending balance 100,000 100,000
Warrant liabilities, beginning balance 213,750 213,750
Warrant liabilities classification
Fair value adjustment of warrant liabilities 285,000
Warrant liabilities, ending balance $ 213,750 $ 498,750
v3.24.1.1.u2
Fair Value of Financial Assets and Liabilities (Details Narrative) - USD ($)
Mar. 02, 2021
Mar. 31, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Investments fair value   $ 100,000 $ 100,000
Securities Purchase Agreement [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Shares of common stock 950,000    
Common stock warrants 712,500    
Gross proceeds from private placement $ 9,500,000    
Fair Value, Inputs, Level 3 [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Investments fair value   $ 100,000 $ 100,000
v3.24.1.1.u2
Schedule of Weighted-Average Assumptions Used to Estimate Fair Value (Details) - 2021 Equity Incentive Plan [Member] - $ / shares
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Exercise price $ 0.63
Term (years)   5 years
Expected stock price volatility 0.00% 152.84%
Risk-free rate of interest 0.00% 3.99%
v3.24.1.1.u2
Summary of Option Activity (Details) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Equity [Abstract]    
Number of shares outstanding, beginning balance 1,200,000  
Weighted average exercise price, beginning balance $ 2.12  
Total intrinsic value, beginning balance $ 8,700  
Weighted average remaining contractual life (In years), beginning balance   2 years 4 months 24 days
Number of Shares, Employee options granted  
Weighted average exercise price, employee options granted  
Total intrinsic value, employee options granted  
Number of shares, Employee options forfeited  
Weighted average exercise price, employee options forfeited  
Total intrinsic value, employee options forfeited  
Number of shares outstanding, ending balance 1,200,000 1,200,000
Weighted average exercise price, ending balance $ 2.12 $ 2.12
Total intrinsic value, ending balance $ 17,150 $ 8,700
Weighted average remaining contractual life (In years), ending balance 2 years 1 month 6 days  
Number of shares outstanding, options vested and exercisable 1,145,000  
Weighted average exercise price, options vested and exercisable $ 2.15  
Total intrinsic value, options vested and exercisable $ 1,300  
Weighted average remaining contractual life (In years), options vested and exercisable 2 years  
v3.24.1.1.u2
Summary of Restricted Stock (Details)
3 Months Ended
Mar. 31, 2024
$ / shares
shares
Equity [Abstract]  
Number of restricted stock units, nonvested, beginning balance | shares 1,606,373
Weighted average grant date fair value nonvested, beginning balance | $ / shares $ 3.25
Number of restricted stock units, granted | shares 300,000
Weighted average grant date fair value, granted | $ / shares $ 1.71
Number of restricted stock units, forfeited | shares (100,000)
Weighted average grant date fair value, forfeited | $ / shares $ 1.63
Number of restricted stock units, nonvested, ending balance | shares 1,806,373
Weighted average grant date fair value nonvested, ending balance | $ / shares $ 3.09
v3.24.1.1.u2
Schedule of Stock-based Compensation Expense (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Stock-based compensation $ 248,426 $ 286,553
Share-Based Payment Arrangement, Option [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Stock-based compensation 9,280 3,307
Restricted Stock Units (RSUs) [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Stock-based compensation 239,146 267,338
Non Employee Restricted Stock Awards [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Stock-based compensation $ 15,908
v3.24.1.1.u2
Stockholders’ Equity (Details Narrative) - USD ($)
3 Months Ended
Jan. 12, 2024
Dec. 29, 2023
Jun. 02, 2023
Jan. 19, 2023
Sep. 14, 2021
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Jul. 12, 2023
Jul. 11, 2023
Jul. 10, 2023
May 12, 2023
Common stock, shares authorized           975,000,000   975,000,000 975,000,000 975,000,000 97,500,000  
Accrued bonus compensation           $ 0   $ 710,000        
Liquidation preference           The Series V: (i) is non-convertible, (ii) has a 20% liquidation preference over the shares of common stock, (iii) is non-voting and (iv) has certain rights to dividends and distributions (at the discretion of the Board).            
Preferred stock value                    
Restricted Stock [Member]                        
Grants approved 50,000                      
Vest description vest annually over a 5-year period (10,000 per year) with the first vesting date of December 31, 2024 and each subsequent vesting on the one-year anniversary of the first vesting date, subject to continued employment on each applicable vesting date. vest annually over a 5-year period (10,000 per year) with the first vesting date of December 31, 2024 and each subsequent vesting on the one-year anniversary of the first vesting date, subject to continued employment on each applicable vesting date.                    
2021 Equity Incentive Plan [Member]                        
Number of additional shares authorized                   12,000,000 7,000,000  
Series V Preferred Stock [Member]                        
Liquidation preference           The distribution of Series V shares was approved and completed on June 2, 2023 to shareholders as of the record date of May 12, 2023. The Series V: (i) is non-convertible, (ii) has a 20% liquidation preference over the shares of common stock, (iii) is non-voting and (iv) has certain rights to dividends and distributions (at the discretion of the Board of Directors)            
Preferred stock value           $ 2,563,938   $ 2,563,938        
Common Stock [Member]                        
Share based payment issued           385,134 391,442          
Number of shares issued             301,154          
Preferred Stock [Member] | Series V Preferred Stock [Member]                        
Number of shares issued     14,542,803                  
Preferred stock value                       $ 2,560,000
Each Independent Director [Member]                        
Stock option grant date fair value       $ 50,000                
Each Independent Director [Member] | Four Equal Installments [Member]                        
Stock option grant date fair value       $ 12,500                
Independent Directors [Member]                        
Share based payment issued           14,206            
Officer [Member] | Common Stock [Member]                        
Share based compensation           414,148            
Accrued bonus compensation           $ 675,000            
Manish Paranjape [Member] | Restricted Stock [Member]                        
Grants approved 50,000 50,000                    
At-the-Market Offering Agreement [Member] | Wainwright And Co LLC [Member] | Maximum [Member]                        
Proceeds from issuance of common stock         $ 98,767,500              
At-the-Market Offering Agreement [Member] | H.C. Wainwright and Co., LLC [Member]                        
Percentage of gross proceeds of offerings         3.00%              
v3.24.1.1.u2
Schedule of Accrued Expenses (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Accrued compensation $ 6,419 $ 712,092
Accounts payable and accrued expenses 26,193 55,058
Accrued Expenses $ 32,612 $ 767,150
v3.24.1.1.u2
Accrued Expenses (Details Narrative) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Accrued bonuses current and non current $ 0 $ 710,000
v3.24.1.1.u2
Employee Benefit Plans (Details Narrative) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Retirement Benefits [Abstract]    
Percentage of defined comtribution plan employee 100.00%  
Defined comtribution plan employee $ 109,000 $ 95,000
v3.24.1.1.u2
Liquidity (Details Narrative) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]      
Accumulated deficit $ 126,420,517   $ 138,677,103
Net cash used in operating activities $ 769,014 $ 1,126,032  
v3.24.1.1.u2
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Performance Based Annual Cash Incentive Plan [Member]
Apr. 11, 2024
USD ($)
Subsequent Event [Line Items]  
Performance milestone bonus payable description If an executive meets their performance milestones, the executive will receive a bonus, payable in cash and/or equity at the discretion of the Board, in an amount up to 163% to 195% of the applicable executive’s base salary
Charles Allen [Member]  
Subsequent Event [Line Items]  
Base salary $ 429,933
Michal Handerhan [Member]  
Subsequent Event [Line Items]  
Base salary 300,307
Michael Prevoznik [Member]  
Subsequent Event [Line Items]  
Base salary 245,706
Manish Paranjape [Member]  
Subsequent Event [Line Items]  
Base salary $ 245,706
Minimum [Member]  
Subsequent Event [Line Items]  
Performance milestone percentage of bonus payable 163.00%
Maximum [Member]  
Subsequent Event [Line Items]  
Performance milestone percentage of bonus payable 195.00%
Maximum [Member] | Charles Allen [Member]  
Subsequent Event [Line Items]  
Performance milestone percentage of bonus payable 195.00%
Maximum [Member] | Michal Handerhan [Member]  
Subsequent Event [Line Items]  
Performance milestone percentage of bonus payable 179.00%
Maximum [Member] | Michael Prevoznik [Member]  
Subsequent Event [Line Items]  
Performance milestone percentage of bonus payable 163.00%
Maximum [Member] | Manish Paranjape [Member]  
Subsequent Event [Line Items]  
Performance milestone percentage of bonus payable 163.00%

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