Overview
Compare with OpenWorld, Inc., UPEXI, INC. or The9, or pick any stock.
- TickerBTCS on Nasdaq2
- IndustryFinance Services2
- HeadquartersSilver Spring, United States2
- Incorporated inNV3
- Business address303 W. Lancaster Ave #336, Wayne, Pa 190873
- Filer categoryNon-accelerated filer, Smaller reporting company3
- Legal formCorporation2
- LEI549300HVP35DWSOZOH212
- StatusActive2
- LEI statusLapsed (not renewed)2
- Registered address701 S CARSON ST STE 200, 89701 Carson City, United States2
- Registered withBusiness Center (Secretary of State), E0242752008-32
See how the biggest companies compare on our leaderboards
In exchange, BTCS earns ETH-denominated staking revenue, which include protocol-defined rewards and execution layer transaction fees.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
What sells
Revenue by product, business segment and region, as the company reports it to the SEC.
Products and services
Builder+ brought in 74% of the revenue BTCS Inc. broke down this way in fiscal 2025.
Products and services by year
| Products and services | 2024 | 2025 |
|---|---|---|
| Builder+ | $2.5M | $13.1M |
| NodeOps | $1.6M | $2.1M |
| DeFi Revenues | $1.3M | |
| Imperium | $1.3M |
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue87¢$14.5M
- Research and development4¢$679.4K
- Interest9¢$1.5M
Out of $16.5M in revenue.5 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Total revenues | $16.5M | $4.1M |
| Total cost of revenues | $14.5M | $3.1M |
| Gross profit | $2.0M | $946.0K |
| Professional fees | $1.7M | $645.1K |
| General and administrative | $1.6M | $1.0M |
| Research and development | $679.4K | $755.8K |
| Compensation and related expenses | $3.5M | $6.6M |
| Marketing | $602.5K | $81.0K |
| Realized losses on digital asset transactions | $8.2M | $767.4K |
| Unrealized loss (gain) on digital assets | $15.7M | -$7.7M |
| Total operating expenses | $31.9M | $2.2M |
| Interest expense | -$3.5M | |
| Change in fair value of warrant liabilities | $267.9K | -$54.1K |
| Impairment loss on non-fungible tokens | -$149.6K | |
| Loss on settlement of dividend payable | -$52.8K | |
| Loss on extinguishment of debt | -$8.7K | |
| Other income | $28.0K | |
| Total other income (expenses) | -$3.5M | -$26.1K |
| Net loss | -$33.4M | -$1.3M |
| Basic net loss per share attributable to common stockholders | -$1.00 | -$0.08 |
| Diluted net loss per share attributable to common stockholders | -$1.00 | -$0.08 |
| Basic weighted average number of common shares outstanding | 33.2M shares | 16.3M shares |
| Diluted weighted average number of common shares outstanding, basic and diluted | 33.2M shares | 16.3M shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.5
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash and cash equivalents | $1.5M | $2.0M | |
| Stablecoins | $1.5M | $39.5K | |
| Digital assets - treasury | $2.4M | $646.5K | |
| Digital assets - DeFi | $177.7M | ||
| Digital assets - staked | $30.7M | $35.4M | |
| Non-fungible tokens | $41.7K | ||
| Prepaid expenses | $146.0K | $63.9K | |
| Total current assets | $214.0M | $38.1M | |
| Investments, at value (Cost $600,000) | $600.0K | $100.0K | |
| Property and equipment, net | $14.4K | $7.4K | |
| Total other assets | $614.4K | $107.4K | |
| Total Assets | $214.6M | $38.2M | |
| Accounts payable and accrued expenses | $38.5K | $70.4K | |
| Accrued compensation | $1.6M | $3.9M | |
| Accrued interest | $225.1K | ||
| Loans payable - DeFi protocol | $61.5M | ||
| Warrant liabilities | $267.9K | $213.8K | |
| Total current liabilities | $63.4M | $4.2M | |
| Convertible notes payable, net | $11.8M | ||
| Total non-current liabilities | $11.8M | ||
| Total liabilities | $75.2M | $4.2M | |
| Common Stock, $0.001 par value per share; 975,000,000 shares authorized; 46,852,737 and 18,717,743 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively | $46.9K | $18.7K | |
| Additional paid-in capital | $310.7M | $171.3M | |
| Accumulated deficit | -$173.3M | -$139.9M | |
| Total stockholders equity | $139.4M | $34.0M | $26.2M |
| Total Liabilities and Stockholders Equity | $214.6M | $38.2M | |
| Investment at cost | $600.0K | $600.0K | |
| Preferred stock, par value | $0.00 | $0.00 | |
| Preferred stock, shares authorized | 20.0M shares | 20.0M shares | |
| Common stock, par value | $0.00 | $0.00 | |
| Common stock, shares authorised | 975.0M shares | 975.0M shares | |
| Common stock, shares issued | 46.9M shares | 18.7M shares | |
| Common stock, shares outstanding | 46.9M shares | 18.7M shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash and cash equivalents | $1.5M | $2.0M | |
| Stablecoins | $1.5M | $39.5K | |
| Digital assets - treasury | $2.4M | $646.5K | |
| Digital assets - DeFi | $177.7M | ||
| Digital assets - staked | $30.7M | $35.4M | |
| Non-fungible tokens | $41.7K | ||
| Prepaid expenses | $146.0K | $63.9K | |
| Total current assets | $214.0M | $38.1M | |
| Investments, at value (Cost $600,000) | $600.0K | $100.0K | |
| Property and equipment, net | $14.4K | $7.4K | |
| Total other assets | $614.4K | $107.4K | |
| Total Assets | $214.6M | $38.2M | |
| Accounts payable and accrued expenses | $38.5K | $70.4K | |
| Accrued compensation | $1.6M | $3.9M | |
| Accrued interest | $225.1K | ||
| Loans payable - DeFi protocol | $61.5M | ||
| Warrant liabilities | $267.9K | $213.8K | |
| Total current liabilities | $63.4M | $4.2M | |
| Convertible notes payable, net | $11.8M | ||
| Total non-current liabilities | $11.8M | ||
| Total liabilities | $75.2M | $4.2M | |
| Common Stock, $0.001 par value per share; 975,000,000 shares authorized; 46,852,737 and 18,717,743 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively | $46.9K | $18.7K | |
| Additional paid-in capital | $310.7M | $171.3M | |
| Accumulated deficit | -$173.3M | -$139.9M | |
| Total stockholders equity | $139.4M | $34.0M | $26.2M |
| Total Liabilities and Stockholders Equity | $214.6M | $38.2M | |
| Investment at cost | $600.0K | $600.0K | |
| Preferred stock, par value | $0.00 | $0.00 | |
| Preferred stock, shares authorized | 20.0M shares | 20.0M shares | |
| Common stock, par value | $0.00 | $0.00 | |
| Common stock, shares authorised | 975.0M shares | 975.0M shares | |
| Common stock, shares issued | 46.9M shares | 18.7M shares | |
| Common stock, shares outstanding | 46.9M shares | 18.7M shares |
Every line of the cash flow as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss | -$33.4M | -$1.3M |
| Depreciation expense | $4.1K | $5.7K |
| Stock-based compensation | $657.1K | $2.4M |
| Blockchain infrastructure revenue | -$15.2M | -$4.1M |
| DeFi revenue | -$1.3M | |
| Builder payments (non-cash) | $14.3M | $2.8M |
| Blockchain network fees (non-cash) | $12.3K | |
| Change in fair value of warrant liabilities | -$267.9K | $54.1K |
| Purchase of non-productive digital assets | -$191.3K | |
| Amortization on debt discount and issuance costs | $1.5M | |
| Realized losses on digital asset transactions | $8.2M | $767.4K |
| Unrealized loss (gain) on digital assets | $15.7M | -$7.7M |
| Impairment loss on non-fungible tokens | $149.6K | |
| Loss on settlement of dividend payable | $52.8K | |
| Loss on extinguishment of debt | $8.7K | |
| Stablecoins | -$1.5M | -$18.5K |
| Prepaid expenses and other current assets | -$82.1K | -$1.5K |
| Receivable for capital shares sold | $291.4K | |
| Accounts payable and accrued expenses | -$31.9K | $15.4K |
| Accrued compensation | $1.3M | $3.2M |
| Accrued interest | $225.1K | |
| Net cash used in operating activities | -$9.8M | -$3.5M |
| Purchase of productive digital assets for validating | -$201.3M | -$3.5M |
| Sale of productive digital assets | $4.4M | $902.0K |
| Purchase of investments | -$500.0K | |
| Purchase of property and equipment | -$12.8K | -$2.6K |
| Sale of property and equipment | $1.8K | |
| Net cash used in investing activities | -$197.5M | -$2.6M |
| Net proceeds from issuance common stock/ At-the-market offering | $135.2M | $6.7M |
| Dividend distributions | -$2.7M | |
| Payments for shares repurchased | -$4.0M | |
| Proceeds from issuance of convertible notes, net | $16.8M | |
| Proceeds from Defi borrowing | $122.9M | |
| Payments to Defi borrowing | -$61.5M | |
| Payments of debt issuance costs | -$131.0K | |
| Proceeds from disgorgement of stockholders short-swing profits | $145.3K | |
| Net cash provided by financing activities | $206.8M | $6.7M |
| Net (decrease)/increase in cash | -$451.4K | $519.5K |
| Cash and stablecoins paid for interest | $1.8M | |
| Series V Preferred Stock Distribution | $180.7K | $82.4K |
| Non-cash discount on convertible notes | $1.0M | |
| Extinguishment of USDT-denominated debt via on-chain protocol | $1.5M | |
| Issuance of GHO-denominated debt via on-chain protocol | -$1.5M | |
| Issuance of common stock upon non-cash exercise of warrants and stock options | $8.1M | |
| Dividends distributions paid in ETH | $495.9K |
No quarter-by-quarter statement was filed.
Corporate structure
BTCS Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of BTCS Inc.
- State Street Corporation Filed SCHEDULE 13G on BTCS Inc., latest Aug 7, 2026 (2 filings since Feb 9, 2026)
- Brian James Pemble Filed SCHEDULE 13G/A on BTCS Inc., latest Oct 14, 2025 (2 filings since Oct 14, 2025)
- BTCS Inc. Silver Spring, Maryland, United States
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What BTCS Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, net | $14.4K5 Dec 31, 2025 | $7.4K5 Dec 31, 2024 | +93.2% |
Investments
Properties, in its own words
As of the date of this report, the Company did not have any owned or leased properties.
Item 2 of the 10-K filed Mar 26, 2026.4
Leadership
Who has led BTCS Inc., and when. Pick a name to see everywhere that person has worked.
- ChairMichal Handerhan Feb 7, 2014 to Feb 7, 201413
- Chief operating officerMichal Handerhan Feb 7, 2014 to now13
Board members and other officers (13)
- CTOBenjamin Henry Hunter Jan 7, 2026 to now14
- CTOManish Paranjape Feb 23, 2022 to now15
- Chief Marketing OfficerCharles Arlen Kiser Jr. Feb 7, 2014 to Jan 23, 201516
- CTO and DirectorTimothy Andrew Sidie Feb 7, 2014 to Sep 5, 201417
- Board memberChristopher J. Janis Jul 7, 2026 to now18
- Board memberAshley Desimone Apr 18, 2024 to now19
- Board memberMelanie Pump Oct 11, 2022 to now20
- Board memberCharles Benjamin Lee Apr 12, 2021 to now21
- Board memberCleef Carol R. Van Apr 13, 2021 to Jan 3, 202422
- Board memberJonathan R. Read Jul 24, 2017 to Jul 24, 201723
- Board memberDavid Garrity Oct 19, 2017 to Jan 4, 202224
- Board memberTimothy Andrew Sidie Feb 7, 2014 to Sep 5, 201417
- Board memberMichal Handerhan Oct 22, 2014 to now25
Named in SEC Form D filings
People the company listed in its private-offering notices.
Former names
Timeline
- Aug 25, 20268-K New debt or obligation27
- Aug 20, 20268-K Regulation FD disclosure28
- Jul 1, 20268-K Executive or director change; Regulation FD disclosure29
- Jun 9, 20268-K Shareholder vote; Other events30
- Jun 1, 20268-K Bylaws or fiscal year changed31
- May 15, 20268-K Regulation FD disclosure32
- Mar 31, 20268-K Change of auditor33
- Mar 27, 20268-K Regulation FD disclosure34
- Mar 16, 20268-K Executive or director change35
- Mar 11, 20268-K Results of operations36
- Feb 6, 20268-K Other events37
- Jan 7, 20268-K Results of operations38
- Apr 14, 2008Founded BTCS Inc. is founded2
Calendar
Coming up
- Nov 12, 2026Reports results for the quarter ending Sep/202639
When it reported results
- Mar 11, 2026Reported quarterly or annual results36
- Jan 7, 2026Reported quarterly or annual results38
- Jul 2, 2025Reported quarterly or annual results40
- Mar 14, 2022Reported quarterly or annual results41
- Nov 10, 2021Reported quarterly or annual results42
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
267 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 79 major events, 103 insider forms, 4 large holders, 1 private raises, 59 other. The latest 20:
- Oct 9, 20264 EDGAR
- Oct 9, 20264 EDGAR
- Oct 9, 20264 EDGAR
- Aug 25, 20268-K EDGAR
- Aug 20, 20268-K EDGAR
- Aug 19, 202610-Q EDGAR
- Aug 17, 2026NT 10-Q EDGAR
- Aug 7, 2026SCHEDULE 13G EDGAR
- Jul 7, 20263 EDGAR
- Jul 1, 20268-K EDGAR
- Jun 16, 20264 EDGAR
- Jun 12, 20264 EDGAR
- Jun 11, 20264 EDGAR
- Jun 9, 20268-K EDGAR
- Jun 1, 2026DEFA14A EDGAR
- Jun 1, 20268-K EDGAR
- May 15, 20268-K EDGAR
- May 14, 202610-Q EDGAR
- Apr 15, 2026DEF 14A EDGAR
- Apr 6, 2026PRE 14A EDGAR
The 267 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
28 open-market trades by officers, directors and large owners since October 2021: 4 buys and 24 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Jun 15, 2026 | Allen Charles WCEO | Sale | 168,000 | $1.22 | $205.0K | Form 4 |
| Jun 12, 2026 | Allen Charles WCEO | Sale | 87,000 | $1.15 | $100.0K | Form 4 |
| Jun 11, 2026 | Allen Charles WCEO | Sale | 165,000 | $1.11 | $183.2K | Form 4 |
| Jun 10, 2026 | Hunter Benjamin HenryCTO | Sale | 10,000 | $1.21 | $12.1K | Form 4 |
| Jun 10, 2026 | Allen Charles WCEO | Sale | 150,000 | $1.19 | $178.5K | Form 4 |
| Jun 9, 2026 | Allen Charles WCEO | Sale | 105,000 | $1.27 | $133.3K | Form 4 |
| Nov 19, 2025 | Allen Charles WCEO | Buy | 71,001 | $2.89 | $204.9K | Form 4 |
| Nov 18, 2025 | Allen Charles WCEO | Buy | 19,499 | $2.90 | $56.5K | Form 4 |
| Aug 18, 2025 | Allen Charles WCEO | Sale | 50,000 | $4.77 | $238.5K | Form 4 |
| Aug 14, 2025 | Allen Charles WCEO | Sale | 50,000 | $4.13 | $206.5K | Form 4 |
| Jul 16, 2025 | Handerhan MichalDirector | Sale | 112,779 | $6.00 | $676.7K | Form 4 |
| Jul 8, 2025 | Handerhan MichalDirector | Sale | 87,221 | $6.04 | $526.8K | Form 4 |
| May 9, 2025 | Handerhan MichalDirector | Sale | 150,000 | $3.00 | $450.0K | Form 4 |
| Apr 9, 2025 | Allen Charles WCEO | Sale | 65,000 | $1.44 | $93.6K | Form 4 |
| Apr 8, 2025 | Allen Charles WCEO | Sale | 50,000 | $1.44 | $72.0K | Form 4 |
| Apr 7, 2025 | Allen Charles WCEO | Sale | 85,000 | $1.37 | $116.5K | Form 4 |
| Nov 25, 2024 | Pump MelanieDirector | Sale | 22,000 | $3.49 | $76.8K | Form 4 |
| Jun 6, 2024 | Pump MelanieDirector | Sale | 6,641 | $1.55 | $10.3K | Form 4 |
| Jun 5, 2024 | Pump MelanieDirector | Sale | 14,998 | $1.56 | $23.4K | Form 4 |
| Jun 4, 2024 | Pump MelanieDirector | Sale | 3,361 | $1.60 | $5.4K | Form 4 |
All 28 trades can be filtered by person here when JavaScript is on.
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- State Street CorporationSCHEDULE 13G, 2 filings Feb 9, 2026 to Aug 7, 202643
- Brian James PembleSCHEDULE 13G/A, 2 filings Oct 14, 202544
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
Money raised
Private offerings the company reported to the SEC on Form D.
- May 13, 2025Raised $7.4 million in a private offering of debt Form D: 3 investors so far Form D
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 53. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| Vanguard Capital Management LLC | 1,362,751 | $1.5M | 0.0% | −415,282 |
| Millennium Management LLC | 1,128,350 | $1.3M | 0.0% | +663,721 |
| Renaissance Technologies LLC | 1,058,530 | $1.2M | 0.0% | +1,430 |
| BlackRock, Inc. | 773,051 | $858.1K | 0.0% | +15,562 |
| MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 626,136 | $695.0K | 0.0% | +120,409 |
| Jane Street Group, LLC | 522,653 | $580.1K | 0.0% | +239,762 |
| Geode Capital Management, LLC | 432,434 | $480.2K | 0.0% | −658,564 |
| UBS Group AG | 348,795 | $387.2K | 0.0% | −9,087 |
| Vanguard Fiduciary Trust Co | 261,081 | $289.8K | 0.0% | +45,709 |
| State Street Corp | 160,000 | $177.6K | 0.0% | −2,369,595 |
| Invesco Ltd. | 139,308 | $154.6K | 0.0% | +48,885 |
| XTX Topco Ltd | 138,057 | $153.2K | 0.0% | +83,350 |
| Squarepoint Ops LLC | 118,965 | $132.1K | 0.0% | −31,716 |
| Susquehanna International Group, Llp | 110,417 | $122.6K | 0.0% | −16,709 |
| Northern Trust Corp | 82,393 | $91.5K | 0.0% | −68,470 |
| Commonwealth Equity Services, LLC | 79,149 | $87.9K | 0.0% | −5,245 |
| Bank of New York Mellon Corp | 72,044 | $80.0K | 0.0% | −1,602 |
| Quadrature Capital Ltd | 56,091 | $62.3K | 0.0% | New |
| Centiva Capital, LP | 46,265 | $51.4K | 0.0% | −23,408 |
| Citadel Advisors LLC | 39,942 | $44.3K | 0.0% | +25,265 |
| DLK Investment Management, LLC | 31,590 | $43.6K | 0.0% | New |
| Engineers Gate Manager LP | 27,145 | $30.1K | 0.0% | New |
| Act Wealth Management, LLC | 24,000 | $26.6K | 0.0% | +2,000 |
| Group One Trading LLC | 21,795 | $24.2K | 0.0% | −11,160 |
| Goldman Sachs Group Inc | 17,452 | $19.4K | 0.0% | +2,094 |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How BTCS Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARBTCS Inc.1
- CIK0001436229
- Employer ID (EIN)90-10966444
- Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; a shell company4
- Incorporated inNevada4
- Fiscal year endsDecember 311
- Industry code (SIC)6199 Finance Services1
- SEC reviewing officeOffice of Crypto Assets, Division of Corporation Finance1
- Business address303 W. Lancaster Ave #336, Wayne, PA 190871
- Phone202-430-65761
- Shares outstanding52,471,941 as of Aug 17, 202612
- Public float$33.9M as of Jun 30, 20254
- AuditorRBSM LLP, New York, NY PCAOB ID 587; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceMay 29, 20081
- Filings695 in all: 8-K (195), 4 (151), 10-Q (56), CORRESP (37), UPLOAD (34), 424B3 (26), 10-K (18), 3 (15)1
All 44 form types
S-1/A (15), 10-Q/A (13), EFFECT (13), 144 (11), D (11), 10-K/A (10), NT 10-Q (9), 424B5 (8), S-1 (8), 8-K/A (6), DEF 14A (6), PRE 14A (5), DEFA14A (4), NT 10-K (4), S-3 (4), SC 13D (4), SC 13D/A (4), SC 13G (3), SCHEDULE 13G (3), 4/A (2), DEF 14C (2), DRS (2), PRE 14C (2), PRER14C (2), 8-A12B (1), 8-A12G (1), CERT (1), DEFR14A (1), POS AM (1), PRER14A (1), RW (1), S-3/A (1), S-3MEF (1), S-8 (1), SC 13G/A (1), SCHEDULE 13G/A (1)
- Latest filingsAnnual report (10-K) Mar 26, 2026
Quarterly report (10-Q) Aug 19, 2026
Proxy statement (DEF 14A) Apr 15, 2026
Latest 8-K (8-K) Aug 25, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, par value $0.001 | BTCS | The Nasdaq Stock Market |
From the cover page of the 10-K filed Mar 26, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks BTCS Inc. names in Item 1A of its 10-K filed Mar 26, 2026: 41 risks under these headings, as written.4
- Risks Related to Our Business Model, Strategy, and Operating Environment
- We operate in a rapidly evolving industry, and our business model and strategy may not be successful.
- Our business is highly dependent on Ethereum, and our concentration in ETH exposes us to significant risks that could materially adversely affect our business, financial condition, and results of operations.
- We may not be able to successfully execute our strategy to scale our blockchain infrastructure operations and DeFi activities.
- We may be required to sell digital assets to fund operations, meet obligations, or respond to market conditions, which could result in realized losses and adversely affect our financial condition and results of operations.
- Digital asset market disruptions, exchange failures, or loss of liquidity could impair our ability to access or convert digital assets.
- Risks Related to Validator Node Operations (NodeOps)
- Our validator node operations, including operations through pooled staking protocols, depend on reliable infrastructure, may be subject to reduced rewards, penalties, or slashing.
- Risks related to our validator node operations through pooled staking protocols such as Rocket Pool could adversely affect our business, results of operations, and financial condition.
- Changes to Ethereum staking economics, validator requirements, or protocol rules could reduce our staking revenues.
- Staked ETH may be subject to withdrawal delays or other constraints that could adversely affect liquidity.
- Risks Related to Block Building (Builder+), MEV, and Transaction Execution
The other 32 risks
- Our Builder+ revenues depend on highly competitive and rapidly evolving transaction execution markets.
- Our Builder+ operations depend on the continued functioning and adoption of the broader block-building and MEV relay ecosystem, and disruptions to that ecosystem could materially reduce our revenues.
- Changes to the Ethereum protocol could adversely affect the economics of our Builder+ operations.
- Our block-building activities may be subject to reputational risks, regulatory scrutiny, and evolving market norms.
- Risks Related to DeFi Operations (Imperium), Smart Contracts, and Protocol Participation
- Our participation in DeFi protocols and pooled staking arrangements exposes us to smart contract risk, oracle risk, governance risk, and protocol failure risk, which could result in the loss of digital assets.
- DeFi revenue is variable, may decline, and may not be sustainable.
- DeFi protocols may change their rules, parameters, or governance decisions in ways that adversely affect our revenue.
- Risks Related to ETH-Backed DeFi Borrowing, Leverage, and Liquidation
- Our ETH-backed borrowings through DeFi protocols subject us to liquidation risk and declines in ETH prices or adverse protocol conditions could result in forced liquidations, material losses, and potential defaults under our Senior Convertible Notes.
- Variable interest rates and protocol-level changes may increase our cost of capital.
- Risks Related to Capital Markets, Financing Strategy, and Dilution
- Our ability to raise capital may be limited, and we may need additional capital to execute our strategy.
- Our business depends on access to banking services and financial infrastructure and the loss of banking relationships could materially adversely affect our business.
- Sales of our common stock through our ATM program or other offerings may result in substantial dilution to existing shareholders.
- Our Senior Convertible Notes may result in dilution and contain provisions that may adversely affect shareholders.
- Our share repurchase program may not enhance shareholder value and may reduce liquidity.
- Risks Related to Cybersecurity, Custody, and Digital Asset Security
- If we experience a cybersecurity incident, theft, loss of private keys, or compromise of wallet controls, we could lose digital assets and suffer significant harm.
- We rely on third-party vendors, service providers, and infrastructure providers, and disruptions or failures involving these third parties could materially adversely affect our business.
- We do not maintain insurance coverage for losses of digital assets.
- Risks Related to Regulation, Legal Uncertainty, and Government Oversight
- The regulatory landscape for digital assets, blockchain infrastructure, DeFi, and related activities is rapidly evolving, and regulatory developments could materially adversely affect our business.
- Digital assets, including ETH, are subject to evolving and uncertain regulatory classifications, and adverse regulatory developments, including classification of digital assets as securities or classification of the Company as an investment company under the Investment Company Act of 1940, could materially adversely affect our business.
- Our validator node operations, block-building activities, and DeFi participation may be subject to increased regulatory scrutiny and could be deemed to involve regulated activities.
- Regulatory actions, enforcement proceedings, or legal restrictions affecting third parties and protocols we rely on could materially adversely affect our business.
- Regulatory authorities may take enforcement actions or adopt rules that could materially adversely affect our operations.
- Regulatory requirements related to anti-money laundering (“AML”), sanctions, and financial crime compliance could adversely affect our business.
- We may be subject to state money transmission laws or other licensing requirements.
- Regulation of stablecoins could materially adversely affect our DeFi activities.
- Tax laws and reporting requirements related to digital assets are evolving and could adversely affect our business.
- Accounting standards, SEC disclosure expectations, and audit practices for digital assets may evolve and could materially adversely affect our reporting obligations.
- International regulatory developments could adversely affect our business.
- Risks Related to Our Public Company Status, Internal Controls, and Reporting
- We face increased financial reporting and internal control risks due to the complexity of our operations, and any failure to maintain effective internal control over financial reporting could adversely affect our business.
- Our stock price may be volatile, and investors may lose all or part of their investment.
- Risks Related to Intellectual Property, Personnel, and Operations
- We depend on key personnel, and the loss of key personnel could harm our business.
- Risks Related to Litigation
- We may be subject to litigation, regulatory proceedings, and other legal actions, which could result in significant costs and adversely affect our business.
Legal proceedings
From time to time, we may be party to certain legal proceedings that arise in the ordinary course and are incidental to our business. As of the filing date of this report, to our knowledge, there are no material, active or pending legal proceedings against us.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1SEC EDGARBTCS Inc. filings on SEC EDGAR
- 2
- 3SEC EDGARBTCS Inc. filings on SEC EDGAR
- 4
- 5SEC EDGARBTCS Inc. 10-K for fiscal 2025
- 6SEC EDGARBTCS Inc. 10-K for fiscal 2021
- 7SEC EDGARBTCS Inc. 10-K for fiscal 2022
- 8SEC EDGARBTCS Inc. 10-K for fiscal 2023
- 9SEC EDGARBTCS Inc. 10-K for fiscal 2019
- 10SEC EDGARBTCS Inc. 10-K for fiscal 2020
- 11SEC EDGARBTCS Inc. 10-Q for fiscal 2026
- 12SEC EDGARBTCS Inc. 10-Q for fiscal 2026
- 13SEC EDGARMichal Handerhan, Chair
- 14SEC EDGARBenjamin Henry Hunter, CTO
- 15SEC EDGARManish Paranjape, CTO
- 16
- 17
- 18SEC EDGARChristopher J. Janis, Board member
- 19SEC EDGARAshley Desimone, Board member
- 20SEC EDGARMelanie Pump, Board member
- 21SEC EDGARCharles Benjamin Lee, Board member
- 22SEC EDGARCleef Carol R. Van, Board member
- 23SEC EDGARJonathan R. Read, Board member
- 24SEC EDGARDavid Garrity, Board member
- 25SEC EDGARMichal Handerhan, Board member
- 26
- 27SEC EDGARNew debt or obligation
- 28SEC EDGARRegulation FD disclosure
- 29
- 30SEC EDGARShareholder vote; Other events
- 31SEC EDGARBylaws or fiscal year changed
- 32SEC EDGARRegulation FD disclosure
- 33SEC EDGARChange of auditor
- 34SEC EDGARRegulation FD disclosure
- 35SEC EDGARExecutive or director change
- 36SEC EDGARResults of operations
- 37SEC EDGAROther events
- 38SEC EDGARResults of operations
- 39NasdaqNasdaq calendar
- 40
- 41
- 42
- 43
- 44
- 45