Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 September 30, 2023

☐ 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 November 7, 2023, there were 14,373,186 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 September 30, 2023 (unaudited) and December 31, 2022	4

	Condensed Statements of Operations for the Three and Nine months Ended September 30, 2023 and 2022 (unaudited)	5

	Condensed Statements of Changes in Stockholders’ Equity for the Three and Nine months Ended September 30, 2023 and 2022 (unaudited)	6

	Condensed Statements of Cash Flows for the Nine months Ended September 30, 2023 and 2022 (unaudited)	7

	Notes to the Unaudited Condensed Financial Statements	8-21

ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	28

ITEM 4	Controls and Procedures	28

PART II - OTHER INFORMATION

ITEM 1	Legal Proceedings	29

ITEM 1A	Risk Factors	29

ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	29

ITEM 3	Defaults Upon Senior Securities	29

ITEM 4	Mine Safety Disclosures	29

ITEM 5	Other Information	29

ITEM 6	Exhibits	29

	Signature	30

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.

PART I - FINANCIAL INFORMATION

ITEM 1 Financial Statements

BTCS Inc.

Balance Sheets

	September 30, 2023			December 31, 2022
	(Unaudited)
Assets:
Current assets:
Cash and cash equivalents	$	753,233		$	2,146,783
Stablecoins		29,794			-
Crypto assets		101,387			982
Staked crypto assets		7,811,809			1,826,307
Investments, at value (Cost $100,000)		100,000			100,000
Prepaid expense		107,429			123,727
Total current assets		8,903,652			4,197,799

Other assets:
Property and equipment, net		12,001			11,152
Staked crypto assets - long term		-			5,708,624
Total other assets		12,001			5,719,776

Total Assets	$	8,915,653		$	9,917,575

Liabilities and Stockholders’ Equity:
Accounts payable and accrued expense	$	92,659		$	76,727
Accrued compensation		321,144			295,935
Warrant liabilities		71,250			213,750
Total current liabilities		485,053			586,412

Stockholders’ equity:
Preferred stock: 20,000,000 shares authorized at $0.001 par value:		-			-
Series V Preferred stock: 14,542,803 and 0 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		2,559,533			-
Preferred stock value		2,559,533			-
Common stock, 97,500,000 shares authorized at $0.001 par value, 14,373,186 and 13,107,149 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		14,374			13,108
Additional paid in capital		160,410,794			160,800,263
Accumulated deficit		(154,554,101	)		(151,482,208	)
Total stockholders’ equity		8,430,600			9,331,163

Total Liabilities and Stockholders’ Equity	$	8,915,653		$	9,917,575

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

BTCS Inc.

Statements of Operations

(Unaudited)

	2023			2022			2023			2022
	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2023			2022			2023			2022

Revenues
Validator revenue (net of fees)	$	316,242		$	344,196		$	1,013,503		$	1,421,560
Total revenues		316,242			344,196			1,013,503			1,421,560

Cost of revenues
Validator expenses		83,100			82,203			278,726			313,972
Gross profit		233,142			261,993			734,777			1,107,588

Operating expenses:
General and administrative	$	283,239		$	432,956		$	1,510,637		$	1,595,296
Research and development		148,525			126,857			531,053			448,579
Compensation and related expenses		409,960			669,792			1,450,546			2,731,713
Marketing		2,155			8,765			11,121			74,249
Impairment loss on crypto assets		372,441			145,247			1,251,950			12,347,472
Realized gains on crypto asset transactions		(58,107	)		(20,126	)		(806,137	)		(489,682	)
Total operating expenses		1,158,213			1,363,491			3,949,170			16,707,627

Other income (expenses):
Change in fair value of warrant liabilities		285,000			71,250			142,500			1,140,000
Distributions to warrant holders		-			-			-			(35,625	)
Total other income (expenses)		285,000			71,250			142,500			1,104,375

Net loss	$	(640,071	)	$	(1,030,248	)	$	(3,071,893	)	$	(14,495,664	)

Net loss per share attributable to common stockholders, basic and diluted	$	(0.04	)	$	(0.08	)	$	(0.22	)	$	(1.15	)

Weighted average number of common shares outstanding, basic and diluted		14,317,750			12,952,645			13,957,097			12,616,805

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

BTCS Inc.

Statements of Changes in Stockholders’ Equity

(Unaudited)

For the Nine Months Ended September 30, 2023

	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, 2022		-	$	-		13,107,149	$	13,108	$	160,800,263		$	(151,482,208	)	$	9,331,163
Issuance of common stock, net of offering cost / At-the-market offering		-		-		803,054		803		1,113,015			-			1,113,818
Issuance of Series V preferred stock		14,542,803		2,559,533		-		-		(2,559,533	)		-			-
Stock-based compensation		-		-		462,983		463		1,057,049			-			1,057,512
Net loss		-		-		-		-		-			(3,071,893	)		(3,071,893	)
Balance September 30, 2023		14,542,803	$	2,559,533		14,373,186	$	14,374	$	160,410,794		$	(154,554,101	)	$	8,430,600

For the Nine Months Ended September 30, 2022

	Shares		Amount		Capital			Deficit			Equity
	Common Stock				Additional Paid-in			Accumulated			Total Stockholder’ (Deficit)
	Shares		Amount		Capital			Deficit			Equity
Balance December 31, 2021		10,528,212	$	10,529	$	147,682,384		$	(135,589,470	)	$	12,103,443
Issuance of common stock, net of offering cost / At-the-market offering		2,148,658		2,149		11,092,983			-			11,095,132
Stock-based compensation		376,842		377		2,233,231			-			2,233,608
Dividend distributions		-		-		(634,557	)		-			(634,557	)
Net loss		-		-		-			(14,495,664	)		(14,495,664	)
Balance September 30, 2022		13,053,712	$	13,055	$	160,374,041		$	(150,085,134	)	$	10,301,962

For the Three Months Ended September 30, 2023

	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 June 30, 2023		14,542,803	$	2,559,533		14,181,410	$	14,182	$	159,955,610	$	(153,914,030	)	$	8,615,295
Issuance of common stock, net of offering cost / At-the-market offering		-		-		151,882		152		187,165		-			187,317
Stock-based compensation		-		-		39,894		40		268,019		-			268,059
Net loss		-		-		-		-		-		(640,071	)		(640,071	)
Balance September 30, 2023		14,542,803	$	2,559,533		14,373,186	$	14,374	$	160,410,794	$	(154,554,101	)	$	8,430,600

For the Three Months Ended September 30, 2022

	Shares		Amount		Capital		Deficit			Equity
	Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Equity
Balance June 30, 2022		12,703,794	$	12,705	$	159,432,894	$	(149,054,886	)	$	10,390,713
Balance		12,703,794	$	12,705	$	159,432,894	$	(149,054,886	)	$	10,390,713
Issuance of common stock, net of offering cost / At-the-market offering		318,070		318		490,374		-			490,692
Stock-based compensation		31,848		32		450,773		-			450,805
Dividend distributions		-		-		-		-			-
Net loss		-		-		-		(1,030,248	)		(1,030,248	)
Balance September 30, 2022		13,053,712	$	13,055	$	160,374,041	$	(150,085,134	)	$	10,301,962
Balance		13,053,712	$	13,055	$	160,374,041	$	(150,085,134	)	$	10,301,962

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

BTCS Inc.

Statements of Cash Flows

(Unaudited)

	2023			2022
	For the Nine Months Ended
	September 30,
	2023			2022

Net Cash flows used from operating activities:
Net loss	$	(3,071,893	)	$	(14,495,664	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		3,521			2,862
Stock-based compensation		1,057,512			2,233,608
Validator revenue		(1,013,503	)		(1,421,560	)
Blockchain network fees (non-cash)		-			1,321
Change in fair value of warrant liabilities		(142,500	)		(1,140,000	)
Sale of non-productive crypto assets		-			2,547,322
Realized gain on crypto assets transactions		(806,137	)		(489,682	)
Impairment loss on crypto assets		1,251,950			12,347,472
Changes in operating assets and liabilities:
Stablecoins		(29,794	)		-
Prepaid expenses and other current assets		16,298			117,473
Accounts payable and accrued expenses		15,932			(37,842	)
Accrued compensation		25,209			205,237
Net cash used in operating activities		(2,693,405	)		(129,453	)

Cash flows from investing activities:
Purchase of productive crypto assets for validating		(1,804,482	)		(9,274,055	)
Sale of productive crypto assets		1,994,890			432,716
Purchase of property and equipment		(5,276	)		(5,408	)
Sale of property and equipment		905			-
Net cash provided by (used in) investing activities		186,037			(8,846,747	)

Cash flows from financing activities:
Dividend distributions		-			(630,801	)
Net proceeds from issuance common stock/ At-the-market offering		1,113,818			11,095,132
Net cash provided by financing activities		1,113,818			10,464,331

Net (decrease)/increase in cash		(1,393,550	)		1,488,131
Cash, beginning of period		2,146,783			1,400,867
Cash, end of period	$	753,233		$	2,888,998


Supplemental disclosure of non-cash financing and investing activities:
Series V Preferred Stock Distribution	$	2,559,533		$	-

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

BTCS Inc.

Notes to Unaudited Condensed Financial Statements

Note 1 - Business Organization and Nature of Operations

BTCS Inc. (formerly Bitcoin Shop, Inc.), a Nevada corporation (“BTCS” or the “Company”) was incorporated in 2008 and is an early entrant in the crypto asset (also referred to “cryptocurrencies”, “crypto”, or “tokens”) market with a primary focus on blockchain infrastructure and staking. The Company operates validator nodes on various proof-of-stake (“PoS”) and delegated proof-of-stake (“DPoS”) based blockchain networks and stakes the native crypto assets on those blockchains to earn rewards. The Company’s Staking-as-a-Service (“StaaS”) business allows crypto asset holders to earn rewards by participating in network consensus mechanisms through staking and delegating their crypto assets to Company-operated validator nodes (or “nodes”). The Company believes that StaaS provides a more accessible and cost-effective way for crypto asset holders to participate in blockchain networks’ consensus mechanisms, thereby promoting the growth and adoption of blockchain technology.

The Company’s proprietary digital asset platform StakeSeeker (“StakeSeeker”) is currently in beta. StakeSeeker 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 internally-developed 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 is an education center for users to learn how to earn crypto rewards by delegating to our non-custodial validator nodes. Crypto asset holders are able to delegate to our validator nodes without signing up for the 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. The Company is not a broker-dealer or an investment advisor and does not provide any such related services.

The Company has addressed the majority of outstanding matters pertaining to its StakeSeeker platform and anticipates its transition from the beta phase on or before the conclusion of the first quarter of 2024. The current functionality allows for crypto asset holders to connect, monitor, track, and analyze their crypto portfolios across exchanges and wallets in a single analytics platform. In the future, the Company may expand support for additional blockchains and introduce additional analytic tools, with associated costs expected to align with historical research and development expenses.

The Company’s business is subject to various risks and uncertainties, including risks associated with the evolving regulatory landscape for crypto assets, risks associated with the volatility of crypto asset prices, and risks associated with the development and adoption of blockchain technology. The Company’s future success is dependent on various factors, including the growth of the crypto asset market, the adoption of blockchain technology, and the Company’s ability to effectively operate and grow its blockchain infrastructure operations and StaaS business.

The Company plans to expand its PoS operations to secure other disruptive blockchain protocols that also allow for delegating and asset leveraging. The growth of both StakeSeeker’s user base as well as the number and size of staked crypto assets by delegators to Company-run validator nodes are critical to the Company’s strategy and success.

Note 2 - 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 and nine months ended September 30, 2023 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, 2022.

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 2022 Annual Report.

Basis of presentation

The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”).

Reclassifications

Certain prior period amounts have been reclassified in order to conform with the current period presentation. These reclassifications have no impact on the Company’s previously reported net income (loss).

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 September 30, 2023 and December 31, 2022, the Company had approximately $753,000 and $2,147,000 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 September 30, 2023 and December 31, 2022, the Company had approximately $102,000 and $1,682,000 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 and can be redeemed on demand for 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. While not accounted for as cash or cash equivalents, these stablecoins are considered a liquidity resource.

Revenue Recognition

The Company recognizes revenue under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The core principle of the new 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 staking rewards.

The Company has entered into network-based smart contracts by running its own crypto asset validator nodes as well as by staking crypto assets on nodes run by third-party operators (either directly or through crypto exchanges). Through these contracts, the Company provides crypto assets to stake on 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 a few weeks to months after it is cancelled by the operator and requires that the crypto assets staked 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 award for running the Company’s own node and is entitled to a fractional share of the fixed crypto asset award a third-party node operator receives (less crypto asset transaction fees payable to the node operator or exchanges, 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 based on the proportion of crypto assets the Company staked to the node to the total crypto assets staked by delegators to the node.

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 transaction consideration the Company receives - the crypto asset award - is a non-cash consideration, which the Company measures at fair value on the date received. The fair value of the crypto asset award received is determined using the quoted price of the related crypto assets on the date of receipt. 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.

Cost of Revenues

The Company’s cost of revenue primarily includes direct production costs associated with transaction validation on the network, cloud-based server hosting expenses related to our validator nodes, and allocated employee salaries dedicated to node maintenance and support. Additionally, the cost of revenue encompasses fees, including equity compensation stock-based fees, paid to third parties for their assistance in software maintenance and node operations.

Crypto Assets Translations and Remeasurements

The Company accounts for its crypto assets as indefinite-lived intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.

Crypto assets held are included in the balance sheets as either current assets or other assets if they are staked and locked up for over one year. The Company’s crypto assets are initially recorded at fair value upon receipt (or “carrying value”). The fair value of crypto assets is determined using the U.S. dollar spot price of the related crypto asset. On a quarterly basis, crypto assets are measured at carrying value, net of any impairment losses incurred since receipt. The Company will record impairment losses as the fair value falls below the carrying value of the crypto assets at any time during the period, as determined using the lowest intraday U.S. dollar spot price of the related crypto asset subsequent to its acquisition. The crypto assets can only be marked down when impaired and not marked up when their value increases.

Such impairment in the value of crypto assets is recorded as a component of costs and expenses in our Statements of Operations. The Company recorded impairment losses related to crypto assets of approximately $1,252,000 and $12,347,000 during the nine months ended September 30, 2023, and 2022, respectively.

Impairment losses cannot be recovered for any subsequent increase in fair value until the sale or disposal of the asset. 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 $806,000 and $490,000 during the nine months ended September 30, 2023 and 2022, respectively.

The presentation of purchases and sales of crypto assets on the Statement of Cash Flows is determined by the nature of the crypto assets, which can be characterized as productive (i.e. purchased for purposes of staking) or non-productive. The purchase of non-productive crypto assets and currencies are included as an operating activity, whereas the purchase of productive crypto assets and currencies are included as investing activities in accordance with ASC 230-10-20 Investing activities. Productive crypto assets that are staked with a lock-up period of less than 12 months are presented on the Balance Sheet as current assets. Staked crypto assets with remaining lock-up periods of greater than 12 months are presented as long-term other assets on the Balance Sheet.

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 crypto asset 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 (“ASC 815”). 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 sheet 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 4).

Stock-based compensation

The Company accounts for stock-based compensation in accordance with ASC 718 Compensation – Stock Compensation (“ASC 718”). 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.

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.

On January 5, 2022, the Board declared a non-recurring special dividend of $0.05 for each outstanding share of Common Stock of the Company, payable to holders of record as of the close of business on March 17, 2022. The dividend distributions were considered a return of capital as the distributions were in excess of the Company’s current and accumulated earnings and profits. The return of capital distribution reduces the Company’s additional paid in capital balance. Dividend distributions amounted to $0 and $635,000 during the nine months ended September 30, 2023 and 2022, respectively.

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 $11,000 and $74,000 for the nine months ended September 30, 2023 and 2022, respectively.

Net Loss per Share

Basic 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 convertible preferred stock, convertible notes, restricted stock units, options and warrants. Diluted loss per share excludes the shares issuable upon the conversion of preferred stock, notes and warrants from the calculation of net loss per share if their effect would be anti-dilutive.

The following financial instruments were not included in the diluted loss per share calculation as of September 30, 2023 and 2022 because their effect was anti-dilutive:

	2023		2022
	As of September 30,
	2023		2022
Warrants to purchase common stock		712,500		945,837
Options		1,150,000		1,285,000
Non-vested restricted stock awards units		1,631,399		1,612,350
Total		3,493,899		3,843,187
Anti-dilutive securities		3,493,899		3,843,187

Recent Accounting Pronouncements

We have evaluated all recently issued accounting pronouncements and believe such pronouncements do not have a material effect on our financial statements.

Note 4 – 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 (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 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 – 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 – 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 September 30, 2023 and December 31, 2022:

	Fair Value Measured at September 30, 2023
	Total at September 30, 2023		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)

Assets
Investments	$	100,000	$	-	$	-	$	100,000
Liabilities
Warrant Liabilities	$	71,250	$	-	$	-	$	71,250

	Fair Value Measured at December 31, 2022
	Total at December 31, 2022		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)

Assets
Investments	$	100,000	$	-	$	-	$	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 nine months ended September 30, 2023 and 2022.

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 September 30, 2023 and December 31, 2022, 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 December 31, 2022, 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 September 30, 2023 and December 31, 2022, is as follows:

	September 30, 2023			December 31, 2022
Risk-free rate of interest		5.03	%		3.99	%
Expected volatility		108.3	%		152.8	%
Expected life (in years)		2.43			3.18
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 nine months ended September 30, 2023 and 2022, that are measured at fair value on a recurring basis:

	Fair Value of Level 3 Financial Assets
	September 30, 2023		September 30, 2022
Beginning balance	$	100,000	$	-
Purchases		-		-
Unrealized appreciation (depreciation)		-		-
Ending balance	$	100,000	$	-

	Fair Value of Level 3 Financial Liabilities
	September 30, 2023			September 30, 2022
Beginning balance	$	213,750		$	1,852,500
Warrant liabilities classification		-			-
Fair value adjustment of warrant liabilities		(142,500	)		(1,140,000	)
Ending balance	$	71,250		$	712,500

Note 5 – 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

During the nine months ended September 30, 2023, the Company sold a total of 803,054 shares of Common Stock under the ATM Agreement for aggregate total gross proceeds of approximately $1,161,000 at an average selling price of $1.45 per share, resulting in net proceeds of approximately $1,114,000 after deducting commissions and other transaction costs.

Share Based Payments

Effective January 19, 2023, The Board of Directors of the Company approved the 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 31^st, 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 nine months ended September 30, 2023, 99,117 shares of common stock were issued to independent directors.

For the nine months ended September 30, 2023, 410,317 shares of common stock were issued to officers related to payment of 2022 accrued bonus compensation.

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 Series V is listed to trade on Upstream, the trading app for digital securities and NFTs powered by Horizon Fintex and MERJ Exchange Limited, under the ticker symbol BTCSP.

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.

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

During the nine months ended September 30, 2023, the Company granted 35,000 stock options with a weighted average exercise price of $0.81 to non-executive employees.

The following weighted-average assumptions were used to estimate the fair value of options granted on the deemed grant date during the nine months ended September 30, 2023 and 2022 for both the Black-Scholes formula:

	Nine Months Ended September 30,
	2023			2022
Exercise price	$	0.81		$	1.51
Term (years)		5.00			5.00
Expected stock price volatility		151.6	%		165.8	%
Risk-free rate of interest		4.15	%		2.77	%

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 nine months ended September 30, 2023 is presented below:

Summary of Option Activity

	Number of Shares			Weighted Average Exercise Price		Total Intrinsic Value		Weighted Average Remaining Contractual Life (in years)
Outstanding as of December 31, 2022		1,150,000		$	2.15	$	-		3.3
Employee options granted		35,000			0.81		-		4.9
Employee options forfeited		(35,000	)		1.02		11,100		-
Outstanding as of September 30, 2023		1,150,000		$	2.14	$	-		2.5
Options vested and exercisable as of September 30, 2023		1,135,000		$	2.16	$	-		2.5

RSUs

Effective January 2, 2022, the Board of Directors of the Company ratified the following arrangements approved by its Compensation Committee:

The Company’s executive officers were granted RSUs as part of a long-term incentive plan (“LTI”), with vesting terms set for when the Company’s market capitalization reaches and sustains a market capitalization for 30 consecutive days above four defined market capitalization thresholds of $100 million, $150 million, $200 million and $400 million.

Effective February 22, 2022, upon appointment of Manish Paranjape as Chief Technology Officer of the Company, Mr. Paranjape was also granted RSUs as part of the LTI plan, with consistent vesting terms set for when the Company’s market capitalization above the same four defined market capitalization thresholds.

Effective January 1, 2023 (the “LTI RSU Amendment Date”), upon recommendation of the Compensation Committee of the Board of Directors approved an amendment to the LTI plan, whereby the market capitalization threshold targets were lowered to $50 million, $100 million, $150 million, and $300 million.

The RSUs granted to each executive employee are as follows:

Schedule of Restricted Stock Units

			Total		Market Cap Vesting Thresholds
Officer Name	Title	Grant Date	RSUs Granted		$ 50 million		$ 100 million		$ 150 million		$ 300 million
Charles Allen	Chief Executive Officer	1/2/2022		694,444		173,611		173,611		173,611		173,611
Michal Handerhan	Chief Operations Officer	1/2/2022		444,444		111,111		111,111		111,111		111,111
Michael Prevoznik	Chief Financial Officer	1/2/2022		222,224		55,556		55,556		55,556		55,556
Manish Paranjape	Chief Technology Officer	2/22/2022		160,184		40,046		40,046		40,046		40,046
				1,521,296		380,324		380,324		380,324		380,324

To the extent any market capitalization targets set forth above for Mr. Prevoznik and Mr. Paranjape are achieved, the RSUs will also be subject to the following five-year vesting schedule: 20% of the LTI RSUs which have met a market capitalization criteria will vest on the one-year anniversary of the grant date, and the remaining 80% of the LTI RSUs which have met a market capitalization criteria will vest annually on each subsequent calendar year-end date over the four years following the one year anniversary of the grant date.

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. As of the LTI RSU Amendment Date, the Company determined the pre-modification and post-modification estimated fair value of the LTI RSUs accounting for the amended market cap criteria. The increase in fair value of the LTI RSUs attributable to the modification was added to the related unrecognized compensation expense in accordance with ASC 718 – Share-Based Compensation, whereby any previously recognized compensation cost that has not vested as of the modification date should be adjusted to reflect the new fair value of the equity awards on the date of the modification.

The following weighted-average assumptions were used to estimate the fair value of options granted during the nine months ended September 30, 2023 and 2022 for the Monte-Carlo simulation:

	Valuation Dates
	January 1, 2023 (Modification)			January 2, 2022 (Original Issuance)
Vesting Hurdle Price	$	3.81 - $30.52		$	8.07 - $36.99
Term (years)		4.00			5.00
Expected stock price volatility		97.30	%		103.72	%
Risk-free rate of interest		4.10	%		1.32	%

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 RSUs.

Expected Term: The Company’s expected term represents the weighted-average period that the Company’s RSUs are expected to be outstanding. The expected term is based on the stipulated five-year period from the grant date until the market-based criteria are achieved. If the market-based criteria are not achieved within the five-year period from the grant date, the RSUs will not vest and shall expire.

Vesting Hurdle Price: The vesting hurdle price is determined as the average of the vesting Market Cap criteria divided by the shares outstanding as of the valuation dates.

On December 9, 2022, upon recommendation of the Compensation Committee, the Board of Directors approved the grant of 25,000 RSUs to Mr. Prevoznik and Mr. Paranjape each, effective January 1, 2023, which vest annually over a five-year period with the first vesting date being on the one-year anniversary of the execution date of the effective grant 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 nine months ended September 30, 2023 are as follows:

Summary of Restricted Stock

	Number of Restricted Stock Units			Weighted Average Grant Day Fair Value
Nonvested at December 31, 2022		1,590,552		$	3.34
Granted		50,000			0.63
Vested		(9,153	)		4.37
Forfeited		-			-
Nonvested at September 30, 2023		1,631,399		$	3.25

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 and nine months ended September 30, 2023 and 2022 was as follows:

	2023		2022		2023			2022
	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023			2022
Employee bonus stock awards	$	-	$	-	$	-		$	894,027
Employee stock option awards		441		16,455		(4,871	)		98,901
Employee restricted stock unit awards		230,118		434,349		726,409			1,182,053
Non-employee restricted stock awards		21,536		30,480		45,777			202,218
Stock-based compensation	$	252,095	$	481,284	$	767,315		$	2,377,199

Note 6 – Accrued Expenses

Accrued expenses consist of the following:

Schedule of Accrued Expenses

	September 30, 2023		December 31, 2022
Accrued compensation	$	321,144	$	295,935
Accounts payable and accrued expenses		92,659		76,727
Accrued Expenses	$	413,803	$	372,662

Accrued compensation includes approximately $321,000 and $284,000 related to performance bonus accruals as of September 30, 2023 and December 31, 2022, respectively.

Note 7 – 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 nine months ended September 30, 2023 and 2022, the Company made contributions to the 401(k) Plan of $95,000 and $45,000, respectively.

Note 8 – 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 $154,554,000 at September 30, 2023, a net loss for the nine months ended September 30, 2023 of approximately $3,072,000 and net cash used in operating activities of approximately $2,693,000 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 9 – 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.

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, 2022. When we refer to the “2023 Quarter” and the “2022 Quarter” we are referring to the three months ended September 30, 2023 and September 30, 2022, respectively. When we refer to the “2023 Period” and the “2022 Period” we are referring to the nine months ended September 30, 2023 and September 30, 2022, respectively.

Company Overview

BTCS Inc. is an early entrant in the crypto asset market and a publicly-traded U.S. company focused on blockchain infrastructure and staking. The Company specializes in operating validator nodes on various Delegated proof-of-stake (“DPoS”) and proof-of-stake (“PoS”) based blockchain networks and stakes the native crypto assets on the validator nodes it operates to earn rewards in connection with the validation of transactions occurring on those blockchain networks. Subject to available capital and the restrictions of certain blockchains BTCS plans to expand its PoS operations to secure other disruptive blockchain protocols that allow for delegating, which presents a significant growth opportunity for the Company. We evaluate blockchain networks through various due diligence procedures, including consideration of blockchain quality, reward potential, and technical difficulty of running a validator node. Considerations of the quality of a blockchain include inspection of 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.

BTCS’s business model is focused on Staking-as-a-Service (“StaaS”), allowing crypto asset holders to earn 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 token 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 dashboard, StakeSeeker, is a non-custodial platform that allows users to learn how to earn staking rewards through direct participation in blockchain consensus algorithms and analyze their crypto portfolios across exchanges and wallets through a comprehensive crypto dashboard and education center.

The table below describes BTCS’s quarterly crypto asset holdings as of the 2022 Quarter through the 2023 Quarter.

Crypto Assets Held at Period End

Asset	2022 Q3	2022 Q4	2023 Q1	2023 Q2	2023 Q3
Ethereum (ETH)	8,380	8,454	8,524	7,833	7,748
Cardano (ADA)	262,860	262,860	262,860	263,293	264,751
Kusama (KSM)	6,297	6,493	6,767	6,946	7,246
Tezos (XTZ)	72,578	73,486	74,765	25,375	25,760
Solana (SOL)	7,238	7,371	7,493	7,621	7,752
Polkadot (DOT)	23,905	7,280	7,526	7,882	8,284
Cosmos (ATOM)	91,181	96,318	102,298	243,472	256,784
Polygon (MATIC)	474,207	480,825	486,806	492,965	499,548
Avalanche (AVAX)	14,888	17,178	17,178	17,824	17,824
Algorand (ALGO)	51,201	-	-	-	-
Axie Infinity (AXS)	37,402	42,030	46,482	50,955	55,584
Kava (KAVA)	280,293	290,909	304,968	315,362	327,862
Band Protocol (BAND)	992	992	992	992	992
Mina (MINA)	71,297	74,177	79,937	81,377	84,257
Oasis Network (ROSE)	349,661	359,607	2,569,991	2,600,279	2,626,600
Akash (AKT)	103,730	107,405	110,213	113,063	115,735
NEAR Protocol (NEAR)		74,702	75,724	77,389	79,067
Evmos (EVMOS)		-	-	295,422	322,693

Fair Value of Crypto Assets at Period End

Asset	2022 Q3		2022 Q4		2023 Q1		2023 Q2		2023 Q3
Ethereum (ETH)	11,128,675		10,117,237		15,530,133		15,141,859		12,948,491
Cardano (ADA)	114,190		64,786		104,861		75,553		67,259
Kusama (KSM)	265,505		149,981		236,070		175,352		138,166
Tezos (XTZ)	103,210		52,720		83,614		20,452		17,569
Solana (SOL)	240,377		73,426		158,625		144,010		165,849
Polkadot (DOT)	150,964		31,410		47,720		40,763		34,009
Cosmos (ATOM)	1,186,824		900,440		1,144,459		2,261,411		1,859,407
Polygon (MATIC)	368,671		364,714		544,815		325,857		266,400
Avalanche (AVAX)	256,021		187,286		304,341		231,941		164,759
Algorand (ALGO)	18,044		-		-		-		-
Axie Infinity (AXS)	470,116		253,943		389,893		302,966		254,967
Kava (KAVA)	423,326		166,752		270,486		305,501		207,289
Band Protocol (BAND)	1,215		1,396		1,857		1,260		1,121
Mina (MINA)	42,085		32,187		62,101		39,579		32,095
Oasis Network (ROSE)	21,330		12,291		156,698		128,686		109,516
Akash (AKT)	26,881		19,938		34,510		63,311		94,686
NEAR Protocol (NEAR)			93,785		150,854		107,088		89,660
Evmos (EVMOS)			-		-		26,069		24,089
Total	14,817,434		12,522,292		19,221,037		19,391,658		16,475,332
QoQ Change	24	%	-15	%	53	%	1	%	-15	%
YoY Change	-51	%	-66	%	-54	%	63	%	11	%

Prices of Crypto Assets at Period End

Asset		2022 Q3		2022 Q4		2023 Q1		2023 Q2		2023 Q3
Ethereum (ETH)	$	1,328	$	1,197	$	1,822	$	1,933	$	1,671
Cardano (ADA)	$	0.43	$	0.25	$	0.40	$	0.29	$	0.25
Kusama (KSM)	$	42.16	$	23.10	$	34.89	$	25.24	$	19.07
Tezos (XTZ)	$	1.42	$	0.72	$	1.12	$	0.81	$	0.68
Solana (SOL)	$	33.21	$	9.96	$	21.17	$	18.90	$	21.40
Polkadot (DOT)	$	6.32	$	4.31	$	6.34	$	5.17	$	4.11
Cosmos (ATOM)	$	13.02	$	9.35	$	11.19	$	9.29	$	7.24
Polygon (MATIC)	$	0.78	$	0.76	$	1.12	$	0.66	$	0.53
Avalanche (AVAX)	$	17.20	$	10.90	$	17.72	$	13.01	$	9.24
Algorand (ALGO)	$	0.35	$	0.17	$	0.23	$	0.12	$	0.10
Axie Infinity (AXS)	$	12.57	$	6.04	$	8.39	$	5.95	$	4.59
Kava (KAVA)	$	1.51	$	0.57	$	0.89	$	0.97	$	0.63
Band Protocol (BAND)	$	1.22	$	1.41	$	1.87	$	1.27	$	1.13
Mina (MINA)	$	0.59	$	0.43	$	0.78	$	0.49	$	0.38
Oasis Network (ROSE)	$	0.06	$	0.03	$	0.06	$	0.05	$	0.04
Akash (AKT)	$	0.26	$	0.19	$	0.31	$	0.56	$	0.82
NEAR Protocol (NEAR)			$	1.26	$	1.99	$	1.38	$	1.13
Evmos (EVMOS)			$	-	$	-	$	0.09	$	0.07

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

The following table presents the Fair Value of Crypto Assets held compared to the GAAP Book Value reported on the Company’s balance sheet.

	September 30, 2023				December 31, 2022
	Book Value		Fair Value		Book Value		Fair Value
Ethereum (ETH)		5,081,581		12,948,491		5,708,624		10,117,237
Cardano (ADA)		61,026		67,259		63,178		64,786
Kusama (KSM)		127,522		138,166		142,242		149,981
Tezos (XTZ)		16,270		17,569		51,651		52,720
Solana (SOL)		64,883		165,849		60,012		73,426
Polkadot (DOT)		32,491		34,009		30,859		31,410
Cosmos (ATOM)		1,558,867		1,859,407		568,359		900,440
Polygon (MATIC)		167,358		266,400		161,293		364,714
Avalanche (AVAX)		155,089		164,759		182,964		187,286
Algorand (ALGO)		-		-		-		-
Axie Infinity (AXS)		227,623		254,967		245,443		253,943
Kava (KAVA)		172,960		207,289		165,426		166,752
Band Protocol (BAND)		874		1,121		982		1,396
Mina (MINA)		30,148		32,095		32,002		32,187
Oasis Network (ROSE)		95,677		109,516		12,045		12,291
Akash (AKT)		21,366		94,686		17,993		19,938
NEAR Protocol (NEAR)		82,466		89,660		92,840		93,785
Evmos (EVMOS)		16,994		24,089		-		-
Total	$	7,913,195	$	16,475,332	$	7,535,913	$	12,522,292

Results of Operations for the Three and Nine Months Ended September 30, 2023 and 2022

The following tables reflect our operating results for the three and nine months ended September 30, 2023 and 2022:

	For the Three Months Ended September 30,						$ Change			% Change
	2023			2022			2023			2023

Revenues
Validator revenue	$	316,242		$	344,196		$	(27,954	)		(8	)%
Total revenues		316,242			344,196			(27,954	)		(8	)%

Cost of revenues
Validator expense		83,100			82,203			897			1	%
Gross profit		233,142			261,993			(28,851	)		(11	)%

Operating expenses:
General and administrative	$	283,239		$	432,956		$	(149,717	)		(35	)%
Research and development		148,525			126,857			21,668			17	%
Compensation and related expenses		409,960			669,792			(259,832	)		(39	)%
Marketing		2,155			8,765			(6,610	)		(75	)%
Impairment loss on digital assets		372,441			145,247			227,194			156	%
Realized gains on digital asset transactions		(58,107	)		(20,126	)		(37,981	)		189	%
Total operating expenses		1,158,213			1,363,491			(205,278	)		(15	)%

Other income (expenses):
Change in fair value of warrant liabilities		285,000			71,250			213,750			300	%
Total other income (expenses)		285,000			71,250			213,750			300	%

Net loss	$	(640,071	)	$	(1,030,248	)		390,177			(38	)%

	For the Nine Months Ended September 30,						$ Change			% Change
	2023			2022			2023			2023

Revenues
Validator revenue	$	1,013,503		$	1,421,560		$	(408,057	)		(29	)%
Total revenues		1,013,503			1,421,560			(408,057	)		(29	)%

Cost of revenues
Validator expense		278,726			313,972			(35,246	)		(11	)%
Gross profit		734,777			1,107,588			(372,811	)		(34	)%

Operating expenses:
General and administrative	$	1,510,637		$	1,595,296		$	(84,659	)		(5	)%
Research and development		531,053			448,579			82,474			18	%
Compensation and related expenses		1,450,546			2,731,713			(1,281,167	)		(47	)%
Marketing		11,121			74,249			(63,128	)		(85	)%
Impairment loss on crypto assets		1,251,950			12,347,472			(11,095,522	)		(90	)%
Realized gains on crypto asset transactions		(806,137	)		(489,682	)		(316,455	)		65	%
Total operating expenses		3,949,170			16,707,627			(12,758,457	)		(76	)%

Other income (expenses):
Change in fair value of warrant liabilities		142,500			1,140,000			(997,500	)		(88	)%
Distributions to warrant holders		-			(35,625	)		35,625			N/A %
Total other income (expenses)		142,500			1,104,375			(961,875	)		87	%

Net loss	$	(3,071,893	)	$	(14,495,664	)		11,423,771			(79	)%

Validator Revenue

The decrease in revenue during the 2023 Period as compared to the 2022 Period is primarily due to a drop in the fair value of our crypto assets earned as rewards for staking since the market’s highs in the first quarter of 2022. 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 decrease in cost of revenues during the 2023 Period as compared to the 2022 Period is due to efficiencies realized in our blockchain infrastructure validating operating costs, including streamlining of web service hosting fees and reduction of services provided by vendors. We believe our cost of revenues will increase as we continue to ramp up our business. However, we believe gross margin will improve as we add scale to our blockchain infrastructure operations and reduce costs as a result of increased operational efficiencies, leading to improved gross profits.

Operating Expenses

General and administrative expenses consist of director compensation, legal and professional fees and other personnel and related costs. The decrease in the 2023 Period was primarily due to a decrease of $0.3 million in investor relation related costs compared to the 2022 Period as the Company focused on cost management and transitioning related efforts in-house from third-party engagements. These decreases were partially offset by a $0.2 million increases in legal service costs during the 2023 Period compared to the 2022 Period, driven primarily by services surrounding the Series V Preferred Distribution and related listing on Upstream Exchange.

Research and development expenses increased during the 2023 Period 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. 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 decreased during the 2023 Period primarily due non-cash $2.2 million equity-based contingent bonuses granted to employees and our non-employee directors during the 2022 Period for the achievement of performance milestones compared to only $0.7 million equity-based compensation during the 2023 Period. We believe our compensation expenses will increase slightly from those reported in the 2023 Period as the Company continues to utilize equity-based compensation incentives as a core part of our compensation strategy.

Marketing costs decreased during the 2023 Period as the Company focused on cost reduction efforts.

The decrease in operating expenses in the 2023 Period is primarily due to the impairment loss on crypto assets (which we refer to as a “Crypto Asset Impairment”) of $12.3 million during the 2022 Period, compared to only a $1.3 million Crypto Asset Impairment during the 2023 Period. Impairment charges are based on volatility in the crypto asset market and cannot be accurately predicted, but may subject the Company to the possibility of additional impairment charges on its crypto asset holdings.

The realized gain on crypto transactions increased during the 2023 Period as the Company sold approximately 968 ETH earned as rewards from our staking operations after liquidity was unlocked in April 2023 as part of Ethereum’s Shanghai upgrade.

Other Income (Expenses)

The changes in other income for the periods reported were primarily due to the decrease in the fair value of warrant liabilities. This non-cash expense is driven by the value of our stock price at the end of each quarter, which we cannot predict.

Net loss

The decrease in our net loss for the 2023 Period was primarily due to the decrease in operating expenses and changes in other income (expenses) as discussed above. We believe that our net loss may increase as the Company incurs increased costs related to the development of its StakeSeeker platform and incurs additional Crypto Asset Impairment losses due to volatility in the crypto asset markets.

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 November 7, 2023, the Company sold a total of 3,442,181 shares of Common Stock under the ATM Agreement for aggregate total gross proceeds of approximately $15,626,000 at an average selling price of $4.54 per share, resulting in net proceeds of approximately $15,122,000 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 September 30, 2023, the Company had approximately $0.8 million of cash and working capital of approximately $8.4 million.

We view our crypto assets as long-term holdings and we do not plan to engage in regular trading of crypto assets other than for meeting operational cash needs. Further certain of our staked crypto assets may be locked up depending on the specific blockchain protocol and we may be unable to unstake them in a timely manner in order to liquidate to the extended desired. 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.

As of November 7, 2023, the Company had approximately $0.6 million of cash and cash equivalents and the fair value of the Company’s liquid crypto assets was approximately $19.3 million. The Company has no outstanding debt. As of November 7, 2023, the Company also has approximately $5.8 million available under the ATM Agreement over the next twelve months under the Form S-3 baby shelf rules, although, the amount that we may raise under the Form S-3 may increase or decrease based upon our stock price. The Company believes that the existing cash and liquid crypto assets held by us, in addition to the funds available to the Company from the issuance of additional stock through the ATM Agreement, provide sufficient liquidity to meet working capital requirements, anticipated capital expenditures and contractual obligations for at least the next 12 months.

Cash Flows

Cash used in operating activities was approximately $2.6 million during the 2023 Period compared to approximately $129,000 for the 2022 Period. The sale of our remaining bitcoin holdings by the end of 2022 was the primary contributor to the $2.6 million operating cash inflows from the sale of non-productive crypto assets during the 2022 Period compared to $0 in the 2023 Period. We do not anticipate any future material cash inflows from the sale of non-productive assets, as our blockchain infrastructure strategy focuses primarily on acquiring and staking productive proof-of-stake blockchain networks. Additional non-cash adjustments to our operating cash flows consisted of approximately $1.3 million impairment loss on crypto assets (“Crypto Asset Impairment”) during the 2023 Period compared to approximately $12.3 million Crypto Asset Impairment during the 2022 Period. Impairment charges are based on volatility in the crypto asset market and cannot be accurately predicted. This is partially offset by the approximately $2.2 million equity-based contingent bonuses granted to employees and our non-employee directors during the 2022 Period for the achievement of performance milestones compared to only approximately $1.1 million equity-based compensation in the 2023 Period. We anticipate similar levels of equity-based compensation in future periods as reported in the 2023 Period.

Cash used in investing activities was approximately $186,000 during the 2023 Period compared to approximately $8.8 million for the 2022 Period. 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 2023 Period as we focus our strategies on technical developments. The 2022 Period included large purchases of productive crypto assets to build on our blockchain infrastructure operations.

Cash provided by financing activities was approximately $1.1 million during the 2023 Period compared to approximately $10.5 million for the 2022 Period. The cash inflows from financing activities were entirely from proceeds from the Common Stock sold pursuant to the ATM Agreement during the 2023 Period. The cash inflows from financing activities during the 2022 Period was partially offset by a one-time return of capital distribution of approximately $631,000 made to record holders as of March 17, 2022. The Company plans to continue to raise proceeds from the sale of Common Stock to fund operations as needed.

Off Balance Sheet Transactions

As of September 30, 2023, 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, 2022, 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 StakeSeeker platform, our plans and development of our StakeSeeker platform and the integration of Staking-as-a-Service, increase in the number of tokens we earn, plans to expand our PoS operations, growth opportunities for the Company, consistent purchase activity, 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, 2022. 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 September 30, 2023. 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 September 30, 2023.

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.

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

Effective November 1, 2023, Upstream, in response to the current regulatory landscape in the U.S., announced its decision to suspend the ability for U.S. individuals to engage in securities trading activities including buying, selling, or depositing securities on Upstream. As a result, U.S. holders of Series V are now unable to transfer their shares of Series V to Upstream. Any U.S. holders who previously transferred their Series V shares onto Upstream have had their shares returned to our Transfer Agent (Equity Stock Transfer). We are in discussions with Upstream regarding potential options.

ITEM 6 Exhibits

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

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.

November 9, 2023
	By:	/s/ Charles Allen
		Charles W. Allen
		Chief Executive Officer
		(Principal Executive Officer)

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
4.1	BTCS Inc. 2021 Equity Incentive Plan, as amended	10-Q	8/11/23	4.1
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
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.

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 September 30, 2023.

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: November 9, 2023	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 September 30, 2023.

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: November 9, 2023	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 September 30, 2023, 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: November 9, 2023	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 September 30, 2023, 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: November 9, 2023	By:	/s/ Michael Prevoznik
		Michael Prevoznik
		Chief Financial Officer
		(Principal Financial Officer)

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 07, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
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 Current Reporting Status	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		14,373,186

Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 753,233	$ 2,146,783
Stablecoins	29,794
Crypto assets	101,387	982
Staked crypto assets	7,811,809	1,826,307
Investments, at value (Cost $100,000)	100,000	100,000
Prepaid expense	107,429	123,727
Total current assets	8,903,652	4,197,799
Other assets:
Property and equipment, net	12,001	11,152
Staked crypto assets - long term		5,708,624
Total other assets	12,001	5,719,776
Total Assets	8,915,653	9,917,575
Liabilities and Stockholders’ Equity:
Accounts payable and accrued expense	92,659	76,727
Accrued compensation	321,144	295,935
Warrant liabilities	71,250	213,750
Total current liabilities	485,053	586,412
Stockholders’ equity:
Preferred stock value
Common stock, 97,500,000 shares authorized at $0.001 par value, 14,373,186 and 13,107,149 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	14,374	13,108
Additional paid in capital	160,410,794	160,800,263
Accumulated deficit	(154,554,101)	(151,482,208)
Total stockholders’ equity	8,430,600	9,331,163
Total Liabilities and Stockholders’ Equity	8,915,653	9,917,575
Series V Preferred Stock [Member]
Stockholders’ equity:
Preferred stock value	$ 2,559,533

Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Cost of investment	$ 100,000	$ 100,000
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Common stock, shares authorised	97,500,000	97,500,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	14,373,186	13,107,149
Common stock, shares outstanding	14,373,186	13,107,149
Series V Preferred Stock [Member]
Preferred stock, shares issued	14,542,803	0
Preferred stock, shares outstanding	14,542,803	0

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
Statements of Operations (Unaudited) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenues
Validator revenue (net of fees)	$ 316,242	$ 344,196	$ 1,013,503	$ 1,421,560
Total revenues	316,242	344,196	1,013,503	1,421,560
Cost of revenues
Validator expenses	83,100	82,203	278,726	313,972
Gross profit	233,142	261,993	734,777	1,107,588
Operating expenses:
General and administrative	283,239	432,956	1,510,637	1,595,296
Research and development	148,525	126,857	531,053	448,579
Compensation and related expenses	409,960	669,792	1,450,546	2,731,713
Marketing	2,155	8,765	11,121	74,249
Impairment loss on crypto assets	372,441	145,247	1,251,950	12,347,472
Realized gains on crypto asset transactions	(58,107)	(20,126)	(806,137)	(489,682)
Total operating expenses	1,158,213	1,363,491	3,949,170	16,707,627
Other income (expenses):
Change in fair value of warrant liabilities	285,000	71,250	142,500	1,140,000
Distributions to warrant holders				(35,625)
Total other income (expenses)	285,000	71,250	142,500	1,104,375
Net loss	$ (640,071)	$ (1,030,248)	$ (3,071,893)	$ (14,495,664)
Net loss per share attributable to common stockholders, basic	$ (0.04)	$ (0.08)	$ (0.22)	$ (1.15)
Net loss per share attributable to common stockholders, diluted	$ (0.04)	$ (0.08)	$ (0.22)	$ (1.15)
Weighted average number of common shares outstanding, basic	14,317,750	12,952,645	13,957,097	12,616,805
Weighted average number of common shares outstanding, diluted	14,317,750	12,952,645	13,957,097	12,616,805

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, 2021		$ 10,529	$ 147,682,384	$ (135,589,470)	$ 12,103,443
Balance, shares at Dec. 31, 2021		10,528,212
Issuance of common stock, net of offering cost / At-the-market offering		$ 2,149	11,092,983		11,095,132
Issuance of common stock, net of offering cost / At-the-market offering, shares		2,148,658
Stock-based compensation		$ 377	2,233,231		2,233,608
Stock-based compensation, shares		376,842
Net loss				(14,495,664)	(14,495,664)
Dividend distributions			(634,557)		(634,557)
Balance at Sep. 30, 2022		$ 13,055	160,374,041	(150,085,134)	10,301,962
Balance, shares at Sep. 30, 2022		13,053,712
Balance at Jun. 30, 2022		$ 12,705	159,432,894	(149,054,886)	10,390,713
Balance, shares at Jun. 30, 2022		12,703,794
Stock-based compensation		$ 32	450,773		450,805
Stock-based compensation, shares		31,848
Net loss				(1,030,248)	(1,030,248)
Dividend distributions
Issuance of common stock, net of offering cost / At-the-market offering		$ 318	490,374		490,692
Issuance of common stock, net of offering cost / At-the-market offering, shares		318,070
Balance at Sep. 30, 2022		$ 13,055	160,374,041	(150,085,134)	10,301,962
Balance, shares at Sep. 30, 2022		13,053,712
Balance at Dec. 31, 2022		$ 13,108	160,800,263	(151,482,208)	9,331,163
Balance, shares at Dec. 31, 2022		13,107,149
Issuance of common stock, net of offering cost / At-the-market offering		$ 803	1,113,015		1,113,818
Issuance of common stock, net of offering cost / At-the-market offering, shares		803,054
Issuance of Series V preferred stock	$ 2,559,533		(2,559,533)
Issuanceof Series V preferred stock, shares	14,542,803
Stock-based compensation		$ 463	1,057,049		1,057,512
Stock-based compensation, shares		462,983
Net loss				(3,071,893)	(3,071,893)
Balance at Sep. 30, 2023	$ 2,559,533	$ 14,374	160,410,794	(154,554,101)	8,430,600
Balance, shares at Sep. 30, 2023	14,542,803	14,373,186
Balance at Jun. 30, 2023	$ 2,559,533	$ 14,182	159,955,610	(153,914,030)	8,615,295
Balance, shares at Jun. 30, 2023	14,542,803	14,181,410
Issuance of common stock, net of offering cost / At-the-market offering		$ 152	187,165		187,317
Issuance of common stock, net of offering cost / At-the-market offering, shares		151,882
Stock-based compensation		$ 40	268,019		268,059
Stock-based compensation, shares		39,894
Net loss				(640,071)	(640,071)
Balance at Sep. 30, 2023	$ 2,559,533	$ 14,374	$ 160,410,794	$ (154,554,101)	$ 8,430,600
Balance, shares at Sep. 30, 2023	14,542,803	14,373,186

Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
Statements of Cash Flows (Unaudited) - USD ($)	Sep. 30, 2023	Sep. 30, 2022
Net Cash flows used from operating activities:
Net loss	$ (3,071,893)	$ (14,495,664)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	3,521	2,862
Stock-based compensation	1,057,512	2,233,608
Validator revenue	(1,013,503)	(1,421,560)
Blockchain network fees (non-cash)		1,321
Change in fair value of warrant liabilities	(142,500)	(1,140,000)
Sale of non-productive crypto assets		2,547,322
Realized gain on crypto assets transactions	(806,137)	(489,682)
Impairment loss on crypto assets	1,251,950	12,347,472
Changes in operating assets and liabilities:
Stablecoins	(29,794)
Prepaid expenses and other current assets	16,298	117,473
Accounts payable and accrued expenses	15,932	(37,842)
Accrued compensation	25,209	205,237
Net cash used in operating activities	(2,693,405)	(129,453)
Cash flows from investing activities:
Purchase of productive crypto assets for validating	(1,804,482)	(9,274,055)
Sale of productive crypto assets	1,994,890	432,716
Purchase of property and equipment	(5,276)	(5,408)
Sale of property and equipment	905
Net cash provided by (used in) investing activities	186,037	(8,846,747)
Cash flows from financing activities:
Dividend distributions		(630,801)
Net proceeds from issuance common stock/ At-the-market offering	1,113,818	11,095,132
Net cash provided by financing activities	1,113,818	10,464,331
Net (decrease)/increase in cash	(1,393,550)	1,488,131
Cash, beginning of period	2,146,783	1,400,867
Cash, end of period	753,233	2,888,998
Supplemental disclosure of non-cash financing and investing activities:
Series V Preferred Stock Distribution	$ 2,559,533

Business Organization and Nature of Operations

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business Organization and Nature of Operations

Note 1 - Business Organization and Nature of Operations

Basis of Presentation

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

Note 2 - Basis of Presentation

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

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 2022 Annual Report.

Basis of presentation

The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”).

Reclassifications

Cash and cash equivalents

Stablecoins

Revenue Recognition

	●	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

Cost of Revenues

Crypto Assets Translations and Remeasurements

Internally Developed Software

Property and Equipment

Use of Estimates

Income Taxes

Accounting for Warrants

Stock-based compensation

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

Options

Restricted Stock Units (RSUs)

Dividends

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

Advertising Expense

Net Loss per Share

The following financial instruments were not included in the diluted loss per share calculation as of September 30, 2023 and 2022 because their effect was anti-dilutive:

	2023		2022
	As of September 30,
	2023		2022
Warrants to purchase common stock		712,500		945,837
Options		1,150,000		1,285,000
Non-vested restricted stock awards units		1,631,399		1,612,350
Total		3,493,899		3,843,187
Anti-dilutive securities		3,493,899		3,843,187

Recent Accounting Pronouncements

We have evaluated all recently issued accounting pronouncements and believe such pronouncements do not have a material effect on our financial statements.

Fair Value of Financial Assets and Liabilities

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value of Financial Assets and Liabilities

Note 4 – Fair Value of Financial Assets and Liabilities

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

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

	Fair Value Measured at September 30, 2023
	Total at September 30, 2023		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)

Assets
Investments	$	100,000	$	-	$	-	$	100,000
Liabilities
Warrant Liabilities	$	71,250	$	-	$	-	$	71,250

	Fair Value Measured at December 31, 2022
	Total at December 31, 2022		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)

Assets
Investments	$	100,000	$	-	$	-	$	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 nine months ended September 30, 2023 and 2022.

Level 3 Valuation Techniques

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.

	September 30, 2023			December 31, 2022
Risk-free rate of interest		5.03	%		3.99	%
Expected volatility		108.3	%		152.8	%
Expected life (in years)		2.43			3.18
Expected dividend yield		-			-

	Fair Value of Level 3 Financial Assets
	September 30, 2023		September 30, 2022
Beginning balance	$	100,000	$	-
Purchases		-		-
Unrealized appreciation (depreciation)		-		-
Ending balance	$	100,000	$	-

	Fair Value of Level 3 Financial Liabilities
	September 30, 2023			September 30, 2022
Beginning balance	$	213,750		$	1,852,500
Warrant liabilities classification		-			-
Fair value adjustment of warrant liabilities		(142,500	)		(1,140,000	)
Ending balance	$	71,250		$	712,500

Stockholders’ Equity

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Stockholders’ Equity

Note 5 – Stockholders’ Equity

Common Stock

At-The-Market Offering Agreement

Share Based Payments

For the nine months ended September 30, 2023, 410,317 shares of common stock were issued to officers related to payment of 2022 accrued bonus compensation.

Preferred Stock

Series V

2021 Equity Incentive Plan

Options

During the nine months ended September 30, 2023, the Company granted 35,000 stock options with a weighted average exercise price of $0.81 to non-executive employees.

	Nine Months Ended September 30,
	2023			2022
Exercise price	$	0.81		$	1.51
Term (years)		5.00			5.00
Expected stock price volatility		151.6	%		165.8	%
Risk-free rate of interest		4.15	%		2.77	%

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.

A summary of option activity under the Company’s stock option plan for nine months ended September 30, 2023 is presented below:

Summary of Option Activity

	Number of Shares			Weighted Average Exercise Price		Total Intrinsic Value		Weighted Average Remaining Contractual Life (in years)
Outstanding as of December 31, 2022		1,150,000		$	2.15	$	-		3.3
Employee options granted		35,000			0.81		-		4.9
Employee options forfeited		(35,000	)		1.02		11,100		-
Outstanding as of September 30, 2023		1,150,000		$	2.14	$	-		2.5
Options vested and exercisable as of September 30, 2023		1,135,000		$	2.16	$	-		2.5

RSUs

Effective January 2, 2022, the Board of Directors of the Company ratified the following arrangements approved by its Compensation Committee:

The RSUs granted to each executive employee are as follows:

Schedule of Restricted Stock Units

			Total		Market Cap Vesting Thresholds
Officer Name	Title	Grant Date	RSUs Granted		$ 50 million		$ 100 million		$ 150 million		$ 300 million
Charles Allen	Chief Executive Officer	1/2/2022		694,444		173,611		173,611		173,611		173,611
Michal Handerhan	Chief Operations Officer	1/2/2022		444,444		111,111		111,111		111,111		111,111
Michael Prevoznik	Chief Financial Officer	1/2/2022		222,224		55,556		55,556		55,556		55,556
Manish Paranjape	Chief Technology Officer	2/22/2022		160,184		40,046		40,046		40,046		40,046
				1,521,296		380,324		380,324		380,324		380,324

The following weighted-average assumptions were used to estimate the fair value of options granted during the nine months ended September 30, 2023 and 2022 for the Monte-Carlo simulation:

	Valuation Dates
	January 1, 2023 (Modification)			January 2, 2022 (Original Issuance)
Vesting Hurdle Price	$	3.81 - $30.52		$	8.07 - $36.99
Term (years)		4.00			5.00
Expected stock price volatility		97.30	%		103.72	%
Risk-free rate of interest		4.10	%		1.32	%

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 RSUs.

Vesting Hurdle Price: The vesting hurdle price is determined as the average of the vesting Market Cap criteria divided by the shares outstanding as of the valuation dates.

A summary of the Company’s restricted stock units granted under the 2021 Plan during the nine months ended September 30, 2023 are as follows:

Summary of Restricted Stock

	Number of Restricted Stock Units			Weighted Average Grant Day Fair Value
Nonvested at December 31, 2022		1,590,552		$	3.34
Granted		50,000			0.63
Vested		(9,153	)		4.37
Forfeited		-			-
Nonvested at September 30, 2023		1,631,399		$	3.25

Stock Based Compensation

	2023		2022		2023			2022
	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023			2022
Employee bonus stock awards	$	-	$	-	$	-		$	894,027
Employee stock option awards		441		16,455		(4,871	)		98,901
Employee restricted stock unit awards		230,118		434,349		726,409			1,182,053
Non-employee restricted stock awards		21,536		30,480		45,777			202,218
Stock-based compensation	$	252,095	$	481,284	$	767,315		$	2,377,199

Accrued Expenses

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Accrued Expenses

Note 6 – Accrued Expenses

Accrued expenses consist of the following:

Schedule of Accrued Expenses

	September 30, 2023		December 31, 2022
Accrued compensation	$	321,144	$	295,935
Accounts payable and accrued expenses		92,659		76,727
Accrued Expenses	$	413,803	$	372,662

Accrued compensation includes approximately $321,000 and $284,000 related to performance bonus accruals as of September 30, 2023 and December 31, 2022, respectively.

Employee Benefit Plans

9 Months Ended

Sep. 30, 2023

Retirement Benefits [Abstract]

Employee Benefit Plans

Note 7 – Employee Benefit Plans

Liquidity

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Liquidity

Note 8 – Liquidity

Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 9 – Subsequent Events

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Basis of presentation

Basis of presentation

The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”).

Reclassifications

Reclassifications

Cash and cash equivalents

Cash and cash equivalents

Stablecoins

Stablecoins

Revenue Recognition

Revenue Recognition

	●	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

Cost of Revenues

Cost of Revenues

Crypto Assets Translations and Remeasurements

Crypto Assets Translations and Remeasurements

Internally Developed Software

Internally Developed Software

Property and Equipment

Property and Equipment

Use of Estimates

Use of Estimates

Income Taxes

Income Taxes

Accounting for Warrants

Accounting for Warrants

Stock-based compensation

Stock-based compensation

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

Options

Restricted Stock Units (RSUs)

Dividends

Dividends

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

Advertising Expense

Advertising Expense

Net Loss per Share

Net Loss per Share

The following financial instruments were not included in the diluted loss per share calculation as of September 30, 2023 and 2022 because their effect was anti-dilutive:

	2023		2022
	As of September 30,
	2023		2022
Warrants to purchase common stock		712,500		945,837
Options		1,150,000		1,285,000
Non-vested restricted stock awards units		1,631,399		1,612,350
Total		3,493,899		3,843,187
Anti-dilutive securities		3,493,899		3,843,187

Recent Accounting Pronouncements

Recent Accounting Pronouncements

We have evaluated all recently issued accounting pronouncements and believe such pronouncements do not have a material effect on our financial statements.

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Schedule of Earnings Per Share Anti-diluted

The following financial instruments were not included in the diluted loss per share calculation as of September 30, 2023 and 2022 because their effect was anti-dilutive:

	2023		2022
	As of September 30,
	2023		2022
Warrants to purchase common stock		712,500		945,837
Options		1,150,000		1,285,000
Non-vested restricted stock awards units		1,631,399		1,612,350
Total		3,493,899		3,843,187
Anti-dilutive securities		3,493,899		3,843,187

Fair Value of Financial Assets and Liabilities (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis

	Fair Value Measured at September 30, 2023
	Total at September 30, 2023		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)

Assets
Investments	$	100,000	$	-	$	-	$	100,000
Liabilities
Warrant Liabilities	$	71,250	$	-	$	-	$	71,250

	Fair Value Measured at December 31, 2022
	Total at December 31, 2022		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)

Assets
Investments	$	100,000	$	-	$	-	$	100,000
Liabilities
Warrant Liabilities	$	213,750	$	-	$	-	$	213,750

Summary of Valuation Methodology and Significant Unobservable Inputs Warrant Liabilities

	September 30, 2023			December 31, 2022
Risk-free rate of interest		5.03	%		3.99	%
Expected volatility		108.3	%		152.8	%
Expected life (in years)		2.43			3.18
Expected dividend yield		-			-

Fair Value, Inputs, Level 3 [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Schedule of Changes in Fair Value and Other Adjustments of Warrants

	Fair Value of Level 3 Financial Assets
	September 30, 2023		September 30, 2022
Beginning balance	$	100,000	$	-
Purchases		-		-
Unrealized appreciation (depreciation)		-		-
Ending balance	$	100,000	$	-

	Fair Value of Level 3 Financial Liabilities
	September 30, 2023			September 30, 2022
Beginning balance	$	213,750		$	1,852,500
Warrant liabilities classification		-			-
Fair value adjustment of warrant liabilities		(142,500	)		(1,140,000	)
Ending balance	$	71,250		$	712,500

Stockholders’ Equity (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Schedule of Weighted-Average Assumptions Used to Estimate Fair Value

The following weighted-average assumptions were used to estimate the fair value of options granted during the nine months ended September 30, 2023 and 2022 for the Monte-Carlo simulation:

	Valuation Dates
	January 1, 2023 (Modification)			January 2, 2022 (Original Issuance)
Vesting Hurdle Price	$	3.81 - $30.52		$	8.07 - $36.99
Term (years)		4.00			5.00
Expected stock price volatility		97.30	%		103.72	%
Risk-free rate of interest		4.10	%		1.32	%

Summary of Option Activity

A summary of option activity under the Company’s stock option plan for nine months ended September 30, 2023 is presented below:

Summary of Option Activity

	Number of Shares			Weighted Average Exercise Price		Total Intrinsic Value		Weighted Average Remaining Contractual Life (in years)
Outstanding as of December 31, 2022		1,150,000		$	2.15	$	-		3.3
Employee options granted		35,000			0.81		-		4.9
Employee options forfeited		(35,000	)		1.02		11,100		-
Outstanding as of September 30, 2023		1,150,000		$	2.14	$	-		2.5
Options vested and exercisable as of September 30, 2023		1,135,000		$	2.16	$	-		2.5

Schedule of Restricted Stock Units

The RSUs granted to each executive employee are as follows:

Schedule of Restricted Stock Units

			Total		Market Cap Vesting Thresholds
Officer Name	Title	Grant Date	RSUs Granted		$ 50 million		$ 100 million		$ 150 million		$ 300 million
Charles Allen	Chief Executive Officer	1/2/2022		694,444		173,611		173,611		173,611		173,611
Michal Handerhan	Chief Operations Officer	1/2/2022		444,444		111,111		111,111		111,111		111,111
Michael Prevoznik	Chief Financial Officer	1/2/2022		222,224		55,556		55,556		55,556		55,556
Manish Paranjape	Chief Technology Officer	2/22/2022		160,184		40,046		40,046		40,046		40,046
				1,521,296		380,324		380,324		380,324		380,324

Summary of Restricted Stock

A summary of the Company’s restricted stock units granted under the 2021 Plan during the nine months ended September 30, 2023 are as follows:

Summary of Restricted Stock

	Number of Restricted Stock Units			Weighted Average Grant Day Fair Value
Nonvested at December 31, 2022		1,590,552		$	3.34
Granted		50,000			0.63
Vested		(9,153	)		4.37
Forfeited		-			-
Nonvested at September 30, 2023		1,631,399		$	3.25

Schedule of Stock-based Compensation Expense

	2023		2022		2023			2022
	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023			2022
Employee bonus stock awards	$	-	$	-	$	-		$	894,027
Employee stock option awards		441		16,455		(4,871	)		98,901
Employee restricted stock unit awards		230,118		434,349		726,409			1,182,053
Non-employee restricted stock awards		21,536		30,480		45,777			202,218
Stock-based compensation	$	252,095	$	481,284	$	767,315		$	2,377,199

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

	Nine Months Ended September 30,
	2023			2022
Exercise price	$	0.81		$	1.51
Term (years)		5.00			5.00
Expected stock price volatility		151.6	%		165.8	%
Risk-free rate of interest		4.15	%		2.77	%

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consist of the following:

Schedule of Accrued Expenses

	September 30, 2023		December 31, 2022
Accrued compensation	$	321,144	$	295,935
Accounts payable and accrued expenses		92,659		76,727
Accrued Expenses	$	413,803	$	372,662

Schedule of Earnings Per Share Anti-diluted (Details) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	3,493,899	3,843,187
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	712,500	945,837
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	1,150,000	1,285,000
Non-vested Restricted Stock Awards Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	1,631,399	1,612,350

Summary of Significant Accounting Policies (Details Narrative) - USD ($)		9 Months Ended
	Jun. 02, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Jan. 05, 2022
Property, Plant and Equipment [Line Items]
Cash		$ 753,000		$ 2,147,000
Cash, FDIC insured amount		102,000		$ 1,682,000
Impairment losses		1,252,000	$ 12,347,000
Realized investment gains losses		$ 806,000	490,000
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).
Payments of dividends		$ 0	635,000
Advertising and marketing expenses		$ 11,000	$ 74,000
Board of Directors [Member]
Property, Plant and Equipment [Line Items]
Dividend per share					$ 0.05
Series V Preferred Stock [Member]
Property, Plant and Equipment [Line Items]
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 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

Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	$ 100,000	$ 100,000
Warrant liabilities	71,250	213,750
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments
Warrant liabilities
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments
Warrant liabilities
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	100,000	100,000
Warrant liabilities	$ 71,250	$ 213,750	$ 712,500	$ 1,852,500

Summary of Valuation Methodology and Significant Unobservable Inputs Warrant Liabilities (Details)	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Risk-free rate of interest	4.10%	1.32%
Expected volatility	97.30%	103.72%
Expected life (in years)	4 years	5 years
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Risk-free rate of interest	5.03%		3.99%
Expected volatility	108.30%		152.80%
Expected life (in years)	2 years 5 months 4 days		3 years 2 months 4 days
Expected dividend yield

Schedule of Changes in Fair Value and Other Adjustments of Warrants (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment, beginning balance			$ 100,000
Investment, ending balance	$ 100,000		100,000
Warrant liabilities, beginning balance			213,750
Fair value adjustment of warrant liabilities	(285,000)	$ (71,250)	(142,500)	$ (1,140,000)
Warrant liabilities, ending balance	71,250		71,250
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment, beginning balance			100,000
Purchases
Unrealized appreciation (depreciation)
Investment, ending balance	100,000		100,000
Warrant liabilities, beginning balance			213,750	1,852,500
Warrant liabilities classification
Fair value adjustment of warrant liabilities			(142,500)	(1,140,000)
Warrant liabilities, ending balance	$ 71,250	$ 712,500	$ 71,250	$ 712,500

Fair Value of Financial Assets and Liabilities (Details Narrative) - USD ($)	Mar. 02, 2021	Sep. 30, 2023	Dec. 31, 2022
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

Schedule of Weighted-Average Assumptions Used to Estimate Fair Value (Details) - $ / shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Term (years)	4 years	5 years
Expected stock price volatility	97.30%	103.72%
Risk-free rate of interest	4.10%	1.32%
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price	$ 3.81	$ 8.07
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price	30.52	36.99
2021 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price	$ 0.81	$ 1.51
Term (years)	5 years	5 years
Expected stock price volatility	151.60%	165.80%
Risk-free rate of interest	4.15%	2.77%

Summary of Option Activity (Details)	9 Months Ended
Summary of Option Activity (Details)	Sep. 30, 2023 USD ($) $ / shares shares
Equity [Abstract]
Number of shares outstanding, beginning balance \| shares	1,150,000
Weighted average exercise price, beginning balance	$ 2.15
Total Intrinsic value, beginning balance \| $
Weighted average remaining contractual life (in years), beginning balance	3 years 3 months 18 days
Number of shares outstanding, Employee options granted \| shares	35,000
Weighted average exercise price, employee options granted	$ 0.81
Total intrinsic value, employee options granted
Weighted average remaining contractual life (in years), employee options granted	4 years 10 months 24 days
Number of shares outstanding, Employee options forfeited \| shares	(35,000)
Weighted average exercise price, employee options forfeited	$ 1.02
Total intrinsic value, employee options forfeited	$ 11,100
Number of shares outstanding, ending balance \| shares	1,150,000
Weighted average exercise price, ending balance	$ 2.14
Total Intrinsic value, ending balance \| $
Weighted average remaining contractual life (in years), ending balance	2 years 6 months
Number of shares outstanding, options vested and exercisable \| shares	1,135,000
Weighted average exercise price, options vested and exercisable	$ 2.16
Total intrinsic value, options vested and exercisable \| $
Weighted average remaining contractual life (in years), options vested and exercisable	2 years 6 months

Schedule of Restricted Stock Units (Details) - shares			9 Months Ended
Schedule of Restricted Stock Units (Details) - shares	Feb. 22, 2022	Jan. 02, 2022	Sep. 30, 2023
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of restricted stock units granted and vested, shares			1,521,296
Market Cap Vesting Thresholds $50 Million [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of restricted stock units granted and vested, shares			380,324
Market Cap Vesting Thresholds $100 Million [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of restricted stock units granted and vested, shares			380,324
Market Cap Vesting Thresholds $150 Million [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of restricted stock units granted and vested, shares			380,324
Market Cap Vesting Thresholds $300 Million [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of restricted stock units granted and vested, shares			380,324
Chief Executive Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Officer Name		Charles Allen
Grant Date		Jan. 02, 2022
Number of restricted stock units granted and vested, shares		694,444
Chief Executive Officer [Member] \| Market Cap Vesting Thresholds $50 Million [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of restricted stock units granted and vested, shares		173,611
Chief Executive Officer [Member] \| Market Cap Vesting Thresholds $100 Million [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of restricted stock units granted and vested, shares		173,611
Chief Executive Officer [Member] \| Market Cap Vesting Thresholds $150 Million [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of restricted stock units granted and vested, shares		173,611
Chief Executive Officer [Member] \| Market Cap Vesting Thresholds $300 Million [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of restricted stock units granted and vested, shares		173,611
Chief Operating Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Officer Name		Michal Handerhan
Grant Date		Jan. 02, 2022
Number of restricted stock units granted and vested, shares		444,444
Chief Operating Officer [Member] \| Market Cap Vesting Thresholds $50 Million [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of restricted stock units granted and vested, shares		111,111
Chief Operating Officer [Member] \| Market Cap Vesting Thresholds $100 Million [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of restricted stock units granted and vested, shares		111,111
Chief Operating Officer [Member] \| Market Cap Vesting Thresholds $150 Million [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of restricted stock units granted and vested, shares		111,111
Chief Operating Officer [Member] \| Market Cap Vesting Thresholds $300 Million [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of restricted stock units granted and vested, shares		111,111
Chief Financial Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Officer Name		Michael Prevoznik
Grant Date		Jan. 02, 2022
Number of restricted stock units granted and vested, shares		222,224
Chief Financial Officer [Member] \| Market Cap Vesting Thresholds $50 Million [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of restricted stock units granted and vested, shares		55,556
Chief Financial Officer [Member] \| Market Cap Vesting Thresholds $100 Million [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of restricted stock units granted and vested, shares		55,556
Chief Financial Officer [Member] \| Market Cap Vesting Thresholds $150 Million [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of restricted stock units granted and vested, shares		55,556
Chief Financial Officer [Member] \| Market Cap Vesting Thresholds $300 Million [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of restricted stock units granted and vested, shares		55,556
Chief Technology Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Officer Name	Manish Paranjape
Grant Date	Feb. 22, 2022
Number of restricted stock units granted and vested, shares	160,184
Chief Technology Officer [Member] \| Market Cap Vesting Thresholds $50 Million [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of restricted stock units granted and vested, shares	40,046
Chief Technology Officer [Member] \| Market Cap Vesting Thresholds $100 Million [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of restricted stock units granted and vested, shares	40,046
Chief Technology Officer [Member] \| Market Cap Vesting Thresholds $150 Million [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of restricted stock units granted and vested, shares	40,046
Chief Technology Officer [Member] \| Market Cap Vesting Thresholds $300 Million [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of restricted stock units granted and vested, shares	40,046

Summary of Restricted Stock (Details)	9 Months Ended
Summary of Restricted Stock (Details)	Sep. 30, 2023 $ / shares shares
Equity [Abstract]
Number of restricted stock units nonvested, beginning balance \| shares	1,590,552
Weighted average grant day fair value nonvested, beginning balance \| $ / shares	$ 3.34
Number of restricted stock units, granted \| shares	50,000
Weighted average grant day fair value, granted \| $ / shares	$ 0.63
Number of restricted stock units, vested \| shares	(9,153)
Weighted average grant day fair value, forfeited \| $ / shares	$ 4.37
Number of restricted stock units, forfeited \| shares
Weighted average grant day fair value, vested \| $ / shares
Number of restricted stock units nonvested, ending balance \| shares	1,631,399
Weighted average grant day fair value nonvested, ending balance \| $ / shares	$ 3.25

Schedule of Stock-based Compensation Expense (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation	$ 252,095	$ 481,284	$ 767,315	$ 2,377,199
Employee Bonus Stock Awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation				894,027
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation	441	16,455	(4,871)	98,901
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation	230,118	434,349	726,409	1,182,053
Non-Employee Restricted Stock Awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation	$ 21,536	$ 30,480	$ 45,777	$ 202,218

Stockholders’ Equity (Details Narrative) - USD ($)							3 Months Ended		9 Months Ended
Stockholders’ Equity (Details Narrative) - USD ($)	Jun. 02, 2023	Jan. 19, 2023	Jan. 01, 2023	Dec. 09, 2022	Jan. 02, 2022	Sep. 14, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Jul. 12, 2023	Jul. 11, 2023	May 12, 2023	Dec. 31, 2022	Jun. 13, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized							97,500,000		97,500,000		975,000,000	975,000,000		97,500,000
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
Weighted average exercise price									$ 0.81
Expected life (in years)									4 years	5 years
Restricted Stock Units (RSUs) One [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Market cap vesting thresholds, value			$ 50,000,000		$ 100,000,000
Restricted Stock Units (RSUs) Two [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Market cap vesting thresholds, value			100,000,000		150,000,000
Restricted Stock Units (RSUs) Three [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Market cap vesting thresholds, value			150,000,000		200,000,000
Restricted Stock Units (RSUs) Four [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Market cap vesting thresholds, value			$ 300,000,000		$ 400,000,000
Restricted Stock Units (RSUs) [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Expected life (in years)									5 years
Vesting period									5 years
2021 Equity Incentive Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of additional shares authorized												12,000,000			7,000,000
Expected life (in years)									5 years	5 years
Series V Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
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 of Directors).
Preferred stock value							$ 2,559,533		$ 2,559,533
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share based payment issued							39,894	31,848	462,983	376,842
Number of shares issued							151,882		803,054	2,148,658
Preferred Stock [Member] \| Series V Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued	14,542,803
Preferred stock value													$ 2,560,000
Each Independent Director [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock option grant date fair value		$ 50,000
Each Independent Director [Member] \| Four Equal Installments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock option grant date fair value		$ 12,500
Independent Directors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share based payment issued									99,117
Officer [Member] \| Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share based compensation									410,317
Non-Executive Employees [Member] \| Restricted Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock option granted				25,000
Non-Executive Employees [Member] \| 2021 Equity Incentive Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock option granted									35,000
Weighted average exercise price									$ 0.81
Chief Technology Officer [Member] \| Restricted Stock Units (RSUs) [Member] \| One-Year Anniversary [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Vesting rights, percentage			20.00%
Chief Technology Officer [Member] \| Restricted Stock Units (RSUs) [Member] \| Four-Year Anniversary [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Vesting rights, percentage			80.00%
At-the-Market Offering Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of stock, number of shares issued in transaction									803,054
Gross proceeds from issuance of common stock									$ 1,161,000
Shares issued, price per share							$ 1.45		$ 1.45
Proceeds from issuance initial public offering, net									$ 1,114,000
At-the-Market Offering Agreement [Member] \| H.C. Wainwright and Co., LLC [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of stock, consideration received on transaction						$ 98,767,500
Percentage of gross proceeds of offerings						3.00%

Schedule of Accrued Expenses (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued compensation	$ 321,144	$ 295,935
Accounts payable and accrued expenses	92,659	76,727
Accrued Expenses	$ 413,803	$ 372,662

Accrued Expenses (Details Narrative) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued bonuses current and non current	$ 321,000	$ 284,000

Employee Benefit Plans (Details Narrative) - USD ($)	9 Months Ended
Employee Benefit Plans (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022
Retirement Benefits [Abstract]
Percentage of defined comtribution plan employee	100.00%
Defined comtribution plan employee	$ 95,000	$ 45,000

Liquidity (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
Liquidity (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 154,554,101		$ 154,554,101		$ 151,482,208
Net income loss	$ 640,071	$ 1,030,248	3,071,893	$ 14,495,664
Operating activities			$ 2,693,405	$ 129,453