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Stockholders’ Equity
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Stockholders’ Equity

Note 9 - Stockholders’ Equity

 

Performance-Based Compensation

 

The Company maintains performance-based incentive compensation programs for officers and employees, which may be settled in cash, shares of common stock, stock options, or a combination thereof, as approved by the Board of Directors. Compensation expense related to performance-based bonuses is recognized in the period in which the applicable performance conditions are achieved or deemed probable. Amounts accrued but not yet settled are recorded within Accrued compensation on the balance sheets until payment or issuance.

 

Accrued compensation included approximately $1,609,000 and $3,907,000 related to performance-based bonus accruals as of December 31, 2025 and 2024, respectively.

 

Common Stock

 

As of December 31, 2025, the Company had 975,000,000 shares of Common Stock, $0.001 par value, authorized, of which 46,852,737 shares were issued and outstanding.

 

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, shares of the Company’s Common Stock through H.C. Wainwright, as agent. Initially, the aggregate offering price of shares issuable under the ATM Agreement was $98,767,500 registered pursuant to the Company’s Form S-3 registration statement that became effective in September 2021.

 

On October 4, 2024, a new Form S-3 registration statement became effective, increasing the total amount of securities that may be offered and sold under the base prospectus to $250,000,000.

 

On July 22, 2025, the Company entered into an amendment to its engagement with H.C. Wainwright in connection with a new Form S-3 registration statement filed on July 23, 2025, to register up to $2,000,000,000 of securities for future issuance (the “New Registration Statement”). The New Registration Statement was approved by the Securities and Exchange Commission (“SEC”) and declared effective on August 1, 2025.

 

Pursuant to the July 2025 amendment, H.C. Wainwright will continue to act as the Company’s exclusive sales agent for any at-the-market offerings through November 12, 2027. Under the amended terms, the Company shall pay H.C. Wainwright a commission of up to 3.0%.

 

All other terms and conditions of the original ATM Agreement and prior engagement letters remain in full force and effect.

 

During the year ended December 31, 2025, the Company sold a total of 26,394,414 shares of Common Stock under the ATM Agreement for aggregate total gross proceeds of approximately $139,437,000 at an average selling price of $5.28 per share, resulting in net proceeds of approximately $135,161,000 after deducting commissions and other transaction costs.

 

During the year ended December 31, 2024, the Company sold a total of 2,021,361 shares of Common Stock under the ATM Agreement for aggregate total gross proceeds of approximately $6,905,000 at an average selling price of $3.42 per share, resulting in net proceeds of approximately $6,682,000 after deducting commissions and other transaction costs.

 

Share Repurchase Program

 

On September 4, 2025, the Company’s Board approved a share repurchase program authorizing the Company to repurchase up to $50 million of its common stock over a three-year period. Repurchases may be made from time to time in the open market, in privately negotiated transactions, or otherwise, in such quantities, at such prices, and in such manner as determined by the Company’s Chief Executive Officer consistent with the Board’s authorization. Repurchases will be conducted in compliance with Rule 10b-18 under the Securities Exchange Act of 1934 and applicable state law. The Company has engaged H.C. Wainwright & Co., LLC as the sole broker to implement the program. In addition: (i) no repurchases may occur at a price per share greater than the current fair market value of the Company’s digital assets and cash divided by its outstanding common shares, as determined in good faith by the CEO; and (ii) repurchases may not occur if the purchase price is less than a 25% discount to any limit orders in any 10b5-1 plan of a named executive officer, or within 20 calendar days of any market-based order under any such plan. The program does not obligate the Company to repurchase any specific number of shares and may be modified, suspended, or discontinued at any time.

 

 

BTCS Inc.

NOTES TO FINANCIAL STATEMENTS

 

The Company accounts for share repurchases under the retirement method of accounting. Accordingly, shares repurchased are immediately retired and deemed cancelled, reducing both issued and outstanding shares. In connection with these retirements, the Company reduces Common Stock and Additional Paid-in Capital (“APIC”) based on a pro rata (average per-share) APIC allocation method, with any differences between the repurchase price and the book value of equity retired recorded to APIC – Share Repurchase. If necessary, amounts are recorded to Retained Earnings once APIC – Share Repurchase is exhausted.

 

During the year ended December 31, 2025, the Company repurchased and retired 888,677 shares of its common stock for an average purchase price of $4.48. As of December 31, 2025, approximately $46,000,000 remained available for repurchases under the authorization.

 

Share-Based Payments

 

Board Compensation

 

Effective January 19, 2023, the Board approved the issuance of $50,000 of common stock to each independent director. The shares will be issued in four equal installments ($12,500 each) 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 year ended December 31, 2025, 64,017 shares of common stock approximating $150,000 were issued to independent directors related to the quarterly approved issuances. For the year ended December 31, 2024, 87,498 shares of common stock approximating $136,000 were issued to independent directors related to the quarterly approved issuances.

 

Shares Issued in Lieu of Cash Compensation

 

On September 12, 2024, the Board approved a resolution to allow all employees, officers, and directors of the Company to elect to receive up to three months of their cash compensation in advance in the form of restricted common stock. This decision aimed to prevent disruptions in operations that could arise from the need to liquidate assets to meet upcoming cash requirements. On September 13, 2024, in a collective effort to support the Company’s operations and strategy, all employees, directors, and officers (collectively 9 individuals) accepted part of their compensation as equity. This resulted in the issuance of 380,399 restricted common stock shares approximating $430,000. Of the shares issued, 32,429 were returned to net settle the issuance and pay related taxes, resulting in a net share issuance of 347,970 shares.

 

No shares were issued in lieu of cash compensation during the year ended December 31, 2025.

 

Performance Bonus Payments

 

For the year ended December 31, 2025, the Company issued 329,110 shares of common stock to officers and employees in January 2025 as part of the settlement of accrued bonus compensation earned for the year ended December 31, 2024. The total fair value of the shares issued was approximately $813,000 based on the Company’s closing stock price on the issuance date. Of the shares issued, 33,731 were returned to net settle the issuance and pay related taxes, resulting in a net share issuance of 295,379 shares of common stock.

 

For the year ended December 31, 2024, the Company issued 414,148 shares of common stock to officers and employees in January 2024 as part of the settlement of accrued bonus compensation earned for the year ended December 31, 2023. The total fair value of the shares issued was approximately $675,000 based on the Company’s closing stock price on the issuance date. Of the shares issued, 43,220 shares were returned to net settle the issuance and pay related taxes, resulting in a net share issuance of 370,928 shares of common stock.

 

Bonus shares

 

On December 12, 2024, the Board of Directors approved the issuance of 12,500 shares of restricted common stock to a non-executive employee as a discretionary bonus. These shares will vest in equal instalments over five years, with 2,500 shares vesting at the end of each calendar year, beginning December 31, 2025, and continuing through December 31, 2029.

 

 

BTCS Inc.

NOTES TO FINANCIAL STATEMENTS

 

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). 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 Preferred stock 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.

 

On September 6, 2024, at the 2024 Annual Meeting the Company’s stockholders voted to approve an amendment to the Certificate of Designation of the Series V to provide the Board the discretion to convert each share of the Series V into one share of Common Stock. As of December 31, 2025, the Board has not filed the amendment or elected to convert any Series V shares.

 

Restricted Series V Issuances and Activity

 

For the year ended December 31, 2024, the Company issued 465,402 additional shares of Series V Preferred Stock in connection with the vesting of employee RSUs. Of these, 367,108 shares were unrestricted, and 98,294 shares were restricted and remain subject to time-based vesting conditions. The restricted shares of Series V will vest over a period of 1one to three years, with full vesting expected by December 31, 2027.

 

On January 13, 2025, the Company issued 1,020,834 restricted shares of Series V Preferred Stock concurrently with the acceleration and settlement of previously outstanding long-term incentive (“LTI”) restricted stock units (“RSUs”). These restricted Series V shares were issued in the same proportion as restricted Common shares to preserve dividend equivalency under the LTI plan and remain subject to the original market capitalization-based performance conditions and time-based vesting schedules ranging from one to three years.

 

On August 7 and August 15, 2025, the Company determined that the market capitalization vesting thresholds of $100 million and $150 million, respectively, had been achieved and sustained for 30 consecutive days. In connection with these milestones—consistent with the vesting of related restricted Common shares—413,888 restricted Series V shares became fully vested and were reclassified from restricted to outstanding Series V Preferred Stock.

 

On February 3, 2025, following the resignation of the Company’s Chief Technology Officer, 49,327 restricted Series V shares were forfeited in tandem with the forfeiture of related restricted Common shares. On August 18, 2025, 333,333 restricted Series V shares were similarly forfeited upon the transition of the Company’s Chief Operating Officer to Operations Specialist. All forfeited shares were returned to the Company and are no longer outstanding.

 

As of December 31, 2025, a total of 278,375 restricted shares of Series V Preferred Stock were issued and outstanding, of which 49,208 shares remain subject solely to time-based vesting conditions, which extend over a 1one- to 3three-year period, with full vesting expected by December 31, 2027.

 

 

BTCS Inc.

NOTES TO FINANCIAL STATEMENTS

 

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. As of December 31, 2025, 3,844,534 shares remain available for future grants under the 2021 Plan. The Company anticipates seeking to increase the authorized shares under the 2021 Plan at the 2026 Annual Stockholders Meeting.

 

Options

 

The Company grants stock options to employees and officers under its equity incentive plans as part of its overall compensation and retention strategy. Stock options are generally granted with service-based vesting conditions and contractual terms of up to seven years.

 

During the year ended December 31, 2025, stock options were granted primarily in connection with: (i) the settlement of performance-based bonuses earned for fiscal year 2024 and paid in equity in January 2025; (ii) sign-on and retention equity awards granted to new employees; and (iii) performance-based option awards granted upon achievement of specified milestones under the Company’s 2025 Annual Compensation Incentive Plan (“ACIP”). In addition, stock options were approved in January 2026 in satisfaction of performance bonuses earned for fiscal year 2025; however, those awards are not reflected in the option activity presented below, as they were granted subsequent to December 31, 2025.

 

Stock options granted in August 2025 in connection with the achievement of a liquidity performance milestone under the ACIP are subject to a one-year service vesting condition and cliff-vest on December 31, 2026. Stock options granted throughout the year for employee compensation and retention purposes generally vest over the applicable service periods specified in the related award agreements.

 

A summary of options activity under the Company’s stock option plan for the years ended December 31, 2025 and 2024 are presented below:

   

  

Number of

Shares

  

Weighted

Average

Exercise

Price

  

Total

Intrinsic

Value

  

Weighted

Average

Remaining

Contractual Life (in years)

 
Options outstanding as of December 31, 2024   1,302,500   $1.96   $804,300    1.7 
Employee options granted   1,918,053    2.84    4,500    6.3 
Employee options exercised   (1,100,000)   1.90    -    - 
Employee options expired   (68,158)   2.47    -    - 
Employee options forfeited   (50,000)   1.40    -    - 
Options outstanding as of December 31, 2025   2,002,395   $2.84   $460,715    5.6 
Options vested and exercisable as of December 31, 2025   1,338,910   $2.52   $298,490    5.8 

 

Option exercises during fiscal year 2025 primarily related to cashless exercises of vested options, and option forfeitures and expirations reflect unvested and vested awards, respectively, that were cancelled in connection with employee departures in the ordinary course of business.

 

  

Number of

Shares

  

Weighted

Average

Exercise

Price

  

Total

Intrinsic

Value

  

Weighted

Average

Remaining

Contractual

Life (in years)

 
Options outstanding as of December 31, 2023   1,200,000   $2.12   $8,700    2.4 
Employee options granted   120,000    1.52    -    4.6 
Employee options expired   (17,500)   10.30    -    - 
Options outstanding as of December 31, 2024   1,302,500   $1.96   $804,300    1.7 
Options vested and exercisable as of December 31, 2024   1,141,250   $2.02   $649,125    1.3 

 

The following weighted-average assumptions were used to estimate the fair value of options granted during the years ended December 31, 2025 and 2024, using the Black-Scholes model:

   

  

For the Year Ended December 31,

 
   2025   2024 
Exercise price  $2.79   $1.52 
Term (years)   6.65    5.00 
Expected stock price volatility   115.79%   141.86%
Risk-free rate of interest   4.08%   4.50%

 

These assumptions are consistent with the methods described in Note 3 – Summary of Significant Accounting Policies.

 

 

BTCS Inc.

NOTES TO FINANCIAL STATEMENTS

 

RSUs

 

On December 29, 2023, upon recommendation of the Compensation Committee, the Board approved the grant of 50,000 RSUs to each of its current executive officers (Messrs. Allen, Handerhan, Prevoznik and 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 forfeited their respective 50,000 RSUs for personal reasons, effective January 1, 2024. Subsequently, effective January 12, 2024, the Board 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.

 

Long-Term Incentive Plan (LTI) RSUs

 

LTI RSU Issuances (2022)

 

On January 2, 2022, the Board approved grants of RSUs (“LTI RSUs”) under the Company’s Long-Term Incentive Plan (“LTI”) to executive officers. These RSUs were initially subject to vesting upon achievement of market capitalization thresholds of $100 million, $150 million, $200 million, and $400 million, sustained for 30 consecutive days. On February 22, 2022, upon the appointment of the Chief Technology Officer, additional LTI RSUs were granted under the same terms.

 

In addition to the market capitalization thresholds, certain of these LTI RSUs were also subject to continued service requirements, such that vesting required both achievement of the applicable market capitalization condition and satisfaction of the related time-based vesting criteria.

 

Effective January 1, 2023, the Board approved an amendment to the LTI plan, reducing the market capitalization thresholds to $50 million, $100 million, $150 million, and $300 million. The modification resulted in an increase in fair value of $83,000, which was added to unrecognized compensation expense in accordance with ASC 718 – Share-Based Compensation.

 

The fair value of market-based LTI RSUs is estimated using a Monte Carlo simulation. The following assumptions were used to determine fair value as of the January 1, 2023, modification date:

 

  

January 1, 2023

(Modification)

 
Vesting Hurdle Price  $3.81 - $30.52 
Term (years)   4.00 
Expected stock price volatility   97.30%
Risk-free rate of interest   4.10%

 

 

BTCS Inc.

NOTES TO FINANCIAL STATEMENTS

 

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 LTI RSUs to vest.

 

LTI RSU Issuances (2025)

 

On January 1, 2025, the Board approved the grant of 150,000 RSUs under the Company’s Long-Term Incentive Plan (“LTI”) to a non-officer employee. These RSUs are subject to both market capitalization and time-based vesting conditions.

 

The RSUs vest in three equal tranches of 50,000 RSUs each, based on the Company achieving and sustaining specific market capitalization thresholds for 30 consecutive days on or before December 31, 2026, as follows:

     

 Market Cap Vesting Thresholds 
 

$ 100 million

    

$ 150 million

    

$ 300 million

 
 50,000    50,000    50,000 

 

Any RSUs for which the market capitalization condition is not met by December 31, 2026, will be forfeited and automatically terminate without consideration.

 

For any tranche in which the market capitalization condition is achieved, the RSUs remain subject to a time-based vesting schedule, with 20% of the eligible RSUs in such tranche vesting annually over five years, with the first vesting date occurring on December 31, 2025 and subsequent vesting dates occurring on December 31 of each year through 2029, provided that the grantee remains in continuous service with the Company through each applicable vesting date.

 

The fair value of these market-based RSUs was determined using a Monte Carlo simulation and totaled approximately $181,000 as of the grant date. The following assumptions were used to determine fair value as of the grant date, January 1, 2025:

  

   January 1, 2025 
Vesting Hurdle Price  $5.26 - $15.79 
Term (years)   2.00 
Expected stock price volatility   92.70%
Risk-free rate of interest   4.25%

 

The Company will recognize compensation expense for these RSUs over the requisite service period, subject to acceleration upon meeting the market capitalization criteria.

 

 

BTCS Inc.

NOTES TO FINANCIAL STATEMENTS

 

Accelerated Vesting of RSUs and Conversion to Restricted Common Stock

 

2024 Accelerated Vesting

 

On December 12, 2024, the Board approved a resolution allowing recipients of RSUs with time-based vesting criteria to elect to accelerate vesting and convert their RSUs into restricted shares of Common Stock. The restricted shares issued under this resolution remain subject to the original time-based vesting schedules of the RSUs. Additionally, the Board approved a resolution to accelerate the vesting of RSUs that were originally scheduled to vest on December 31, 2024 without restriction. This action was taken to reduce the administrative burden on the Company and align the vesting date with the issuance of other accelerated RSUs.

 

Effective December 12, 2024, the vesting of 220,052 RSUs was accelerated and converted into restricted shares of Common Stock issued to executive officers. As a portion of these RSUs was eligible for the Series V share dividend, an additional 60,052 restricted shares of Series V preferred stock were issued. These restricted shares retained their original time-based vesting schedules, ranging from one to five years.

 

Additionally, 65,026 shares of unrestricted Common Stock and, due to dividend eligibility, 25,026 unrestricted shares of Series V preferred stock were issued as a result of the Board-approved accelerated vesting of outstanding RSUs originally scheduled to vest on December 31, 2024.

 

Of the total issuances related to the accelerated vesting of RSUs on December 12, 2024, 62,718 unrestricted shares were returned to net settle the issuance and pay related taxes, resulting in a net share issuance of 2,308 shares of unrestricted Common Stock.

 

2025 Accelerated Vesting

 

On January 13, 2025, the Company accelerated the vesting of all previously outstanding LTI RSUs, totaling 1,170,834 RSUs granted to executive officers and employees. These RSUs were settled through the issuance of restricted shares of Common Stock. Because a portion of these RSUs were entitled to the previously declared Series V preferred stock dividend, 1,020,834 restricted shares of Series V were concurrently issued, in the same proportion as the related restricted Common shares, to maintain dividend equivalency under the original RSU terms.

 

The restricted shares of Common Stock and Series V preferred stock issued upon acceleration remain subject to the original market capitalization-based performance conditions and applicable time-based vesting schedules, which range from one to five years.

 

Vesting of Certain Long-Term Incentives

 

2024 Vesting

 

On December 12, 2024, the Company determined that the market capitalization vesting condition for the $50 million threshold had been satisfied. Under the applicable award agreements, vesting required the Company to maintain a market capitalization in excess of $50 million for 30 consecutive days.

 

As a result, 342,082 shares of Common Stock and 342,082 shares of Series V Preferred Stock, became fully vested in accordance with their terms. Of the common stock, 45,479 shares of common stock were returned to net settle the issuance and pay related taxes, resulting in a net share issuance of 296,603 shares of common stock.

 

In addition, the Company determined that 38,242 restricted shares of common stock and 38,242 restricted shares of Series V were issued as a result of achieving the performance milestone under the LTI plan. These restricted shares remain subject to time-based vesting conditions and will vest over a two-year period, with full vesting expected by December 31, 2026.

 

2025 Vesting

 

On August 7, 2025, the Company determined that the market capitalization vesting condition for certain previously granted LTI awards had been satisfied. Under the applicable award agreements, vesting required the Company to maintain a market capitalization in excess of $100 million for 30 consecutive days.

 

 

BTCS Inc.

NOTES TO FINANCIAL STATEMENTS

 

Additionally, on August 15, 2025, the Company determined that the market capitalization vesting condition for certain previously granted LTI awards had been satisfied. Under the applicable award agreements, vesting required the Company to maintain a market capitalization in excess of $150 million for 30 consecutive days.

 

As a result, 413,888 shares of Common Stock and 413,888 shares of Series V Preferred Stock, originally issued on January 13, 2025, upon conversion of vested RSUs into restricted equity, became fully vested in accordance with their terms. These shares, previously classified as restricted Common Stock and restricted Series V Preferred Stock, were reclassified to outstanding Common Stock and Series V Preferred Stock, respectively.

 

On December 31, 2025, the Company determined that the time-based vesting conditions for certain previously granted LTI awards had been satisfied. As a result, 86,705 shares of Common Stock and 44,205 shares of Series V Preferred Stock, originally issued on January 13, 2025, upon conversion of vested RSUs into restricted equity, became fully vested in accordance with their terms. These shares, previously classified as restricted Common Stock and restricted Series V Preferred Stock, were reclassified to outstanding Common Stock and Series V Preferred Stock, respectively.

 

Forfeitures of LTI RSUs and Restricted Shares of Common Stock

 

On February 3, 2025, upon the voluntary resignation of the Company’s Chief Technology Officer, 120,137 unvested LTI RSUs and 129,327 restricted shares of Common Stock were forfeited in accordance with the terms of the applicable award agreements.

 

On August 18, 2025, upon the transition of the Company’s Chief Operating Officer to the role of Operations Specialist, 333,333 restricted shares of Common Stock were forfeited in accordance with the terms of the applicable award agreements.

 

In accordance with ASC 718, Compensation—Stock Compensation, the Company reversed approximately $812,000 of previously recognized stock-based compensation expense during the year ended December 31, 2025. No further expense will be recognized for these forfeited awards.

 

RSU Activity Summary

 

The following table summarizes RSU activity under the 2021 Plan for the years ended December 31, 2025 and 2024:

 

  

Number of

Restricted

Stock Units

  

Weighted

Average Grant

Date Fair

Value

 
Nonvested as of December 31, 2023   1,606,373   $3.25 
Granted   300,000    1.71 
Vested   (445,350)   3.13 
Vested and converted to restricted common shares   (220,052)   2.01 
Forfeited   (100,000)   1.63 
Nonvested as of December 31, 2024   1,140,971   $3.27 
Granted   150,000    2.47 
Vested   -    - 
Vested and converted to restricted common shares   (1,170,834)   3.05 
Forfeited   (120,137)   4.37 
Nonvested as of December 31, 2025   -   $- 

 

 

BTCS Inc.

NOTES TO FINANCIAL STATEMENTS

 

Restricted Shares of Common Stock Activity Summary

 

The following table summarizes restricted Common Stock activity under the 2021 Plan for the years ended December 31, 2025 and 2024:

  

Number of

Restricted Shares

of Common Stock

 
Outstanding and nonvested as of December 31, 2023   - 
Converted from restricted stock units   258,294 
Granted   12,500 
Outstanding and nonvested as of December 31, 2024   270,794 
Converted from restricted stock units   1,170,834 
Vested   (500,593)
Forfeited   (462,660)
Outstanding and nonvested as of December 31, 2025   478,375 

 

Stock-based Compensation

 

Stock-based compensation expenses are recorded as a part of general and administrative expenses, compensation expenses and cost of revenues. Stock-based compensation expenses for the years ended December 31, 2025 and 2024 were as follows:

   2025   2024 
   For the Year Ended December 31, 
   2025   2024 
Employee stock option awards  $605,070   $2,973,503 
Employee restricted stock awards   451,840    1,188,963 
Forfeiture of employee restricted stock unit and share awards   (549,840)   - 
Employee share-based salary payments    -    1,176,679 
Non-employee restricted stock awards   150,006    165,011 
Total stock-based compensation  $657,076   $5,504,156 

 

As of December 31, 2025, the Company had approximately $2,836,000 of unrecognized stock-based compensation cost related to unvested stock option awards, which is expected to be recognized over a weighted-average period of 0.69 years and $271,264 of unrecognized stock-based compensation cost related to unvested restricted stock, which is expected to be recognized over a weighted-average period of 1.1 years.

 

Stock Purchase Warrants

 

The following is a summary of warrant activity for the years ended December 31, 2025 and 2024:

    

  

Number of

Warrants

 
Outstanding as of December 31, 2023   712,500 
Expiration of warrants   -
Outstanding as of December 31, 2024   712,500 
Issuance of warrants in connection with convertible note   2,781,291 
Exercised   (1,369,725)
Outstanding as of December 31, 2025   2,124,066 

 

 

BTCS Inc.

NOTES TO FINANCIAL STATEMENTS