Stockholders’ Equity (Deficit) | Note 6 - Stockholders’ Equity (Deficit) 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 97,500,000 975,000,000 975,000,000 At The Market Offering Agreement On September 14, 2021, the Company entered into an At-The-Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as agent (“H.C. Wainwright”), pursuant to which the Company may offer and sell, from time-to-time through H.C. Wainwright, shares of the Company’s Common Stock having an aggregate offering price of up to $ 98,767,500 3.0 During the year ended December 31, 2023, the Company sold a total of 1,707,621 2,790,000 1.63 2,688,000 During the year ended December 31, 2022, the Company sold a total of 2,172,336 11,487,000 5.29 11,126,000 Share Based Payments Effective January 19, 2023, The Board approved the issuance of $ 50,000 12,500 st 122,124 For the years ended December 31, 2023 and 2022, 354,713 284,722 Issuance of Restricted Stock to Service Providers During the year ended December 31, 2022, the Company issued to one service provider a total of approximately 12,500 59,000 BTCS Inc. NOTES TO FINANCIAL STATEMENTS Preferred Stock Series V Effective January 27, 2023, the Board approved the issuance of a newly designated Series V Preferred Stock (“Series V”) on a one-for-one basis to the Company’s shareholders (including restricted stock unit holders and warrant holders). The distribution of Series V shares was approved and completed on June 2, 2023 to shareholders as of the record date of May 12, 2023. The Series V: (i) is non-convertible, (ii) has a 20% liquidation preference over the shares of common stock, (iii) is non-voting and (iv) has certain rights to dividends and distributions (at the discretion of the Board). 14,542,803 The fair value of the Preferred stock as of the record date, May 12, 2023, amounted to approximately $ 2,560,000 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 12,000,000 Options During the year ended December 31, 2023, the Company granted 85,000 1.29 During the year ended December 31, 2022, the Company granted 50,000 1.51 The following weighted-average assumptions were used to estimate the fair value of options granted on the deemed grant date during the years ended December 31, 2023 and 2022 for the Black-Scholes formula: Schedule of Weighted-Average Assumptions Used to Estimate Fair Value Year Ended December 31, 2023 2022 Exercise price $ 1.29 $ 1.51 Term (years) 5.00 5.00 Expected stock price volatility 151.32 % 165.79 % Risk-free rate of interest 3.97 % 2.77 % Expected Volatility Risk-Free Interest Rate Expected Term A summary of options activity under the Company’s stock option plan for the years ended December 31, 2023 and 2022 are 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, 2021 1,235,000 $ 2.14 $ 1,488,000 4.0 Employee options granted 50,000 1.51 - 1.4 Employee options expired (100,000 ) 1.90 - - Employee options forfeited (35,000 ) 1.50 - - Outstanding as of December 31, 2022 1,150,000 $ 2.15 $ - 3.3 Options vested and exercisable as of December 31, 2022 1,135,000 $ 2.16 $ - 3.3 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 85,000 1.29 - 5.0 Employee options forfeited (35,000 ) 1.02 11,100 - Outstanding as of December 31, 2023 1,200,000 $ 2.12 $ 8,700 2.4 Options vested and exercisable as of December 31, 2023 1,145,000 $ 2.15 $ - 2.3 BTCS Inc. NOTES TO FINANCIAL STATEMENTS RSUs On February 22, 2022, the Company granted 45,767 20 45,767 st 200,000 Effective January 2, 2022, the Board ratified grants of RSUs to each independent director. David Garrity, Carol Van Cleef and Charles Lee were each granted 95,544 95,544 300,000 Effective January 2, 2022, the Board, as approved by its Compensation Committee, ratified grants of RSUs to the Company’s executive officers as part of a long-term incentive (“LTI”) plan, 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 $ 100 150 200 400 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 approved an amendment to the LTI plan, whereby the market capitalization threshold targets were lowered to $ 50 100 150 300 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 80 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. BTCS Inc. NOTES TO FINANCIAL STATEMENTS 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 valued to be approximately $ 83,000 ASC 718 – Share-Based Compensation The following weighted-average assumptions were used to estimate the fair value of options granted during the years ended December 31, 2023 and 2022 for the Monte-Carlo simulation: Schedule of Weighted-Average Assumptions Used to Estimate Fair Value 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 % Expected Volatility Risk-Free Interest Rate Expected Term 5 five-year Vesting Hurdle Price: Effective September 30, 2022, Mr. David Garrity resigned as a director of BTCS, Inc. The Board agreed to fully vest Mr. Garrity’s remaining unvested restricted stock units ( 7,962 5,600 On October 1, 2022, the Company granted a total of 7,962 12,000 On December 9, 2022, upon recommendation of the Compensation Committee, the Board of Directors approved the grant of 25,000 16,000 A summary of the Company’s restricted stock units granted under the 2021 Plan during the years ended December 31, 2023 and 2022 are as follows: Summary of Restricted Stock Number of Restricted Stock Units Weighted Average Grant Date Fair Value Nonvested at December 31, 2022 29,363 $ 5.96 Granted 1,670,569 3.28 Vested (109,379 ) 2.29 Nonvested at December 31, 2022 1,590,553 $ 3.34 Granted 50,000 0.63 Vested (34,180 ) 3.55 Nonvested at December 31, 2023 1,606,373 $ 3.25 BTCS Inc. NOTES TO FINANCIAL STATEMENTS Stock-based Compensation Stock-based compensation expenses are recorded as a part of selling, general and administrative expenses, compensation expenses and cost of revenues. Stock-based compensation expenses for the years ended December 31, 2023 and 2022 were as follows: Schedule of Stock-based Compensation Expense 2023 2022 For the Year Ended December 31, 2023 2022 Employee bonus stock awards $ 675,061 $ 1,152,525 Employee stock option awards 11,726 97,142 Employee restricted stock unit awards 956,526 1,575,475 Non-employee restricted stock awards 195,784 225,207 Stock-based compensation $ 1,839,097 $ 3,050,349 Stock Purchase Warrants The following is a summary of warrant activity for the years ended December 31, 2023 and 2022: Summary of Warrant Activity Number of Warrants Outstanding as of December 31, 2021 962,794 Expiration of warrants (50,294 ) Outstanding as of December 31, 2022 912,500 Expiration of warrants (200,000 ) Outstanding as of December 31, 2023 712,500 BTCS Inc. NOTES TO FINANCIAL STATEMENTS |