{"url_path":"/sec/btcs/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1436229/0001493152-26-023129-index.html","accession_number":"0001493152-26-023129","cik":"0001436229","ticker":"BTCS","issuer_name":"BTCS Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1436229/0001493152-26-023129-index.html","primary_entity_key":"0001436229","primary_entity_name":"BTCS Inc."},"word_count":541,"has_tables":true,"body_markdown":"**ITEM\n1A Risk Factors**\n\n \n\nExcept\nas set forth below, there have been no material changes in our risk factors from those disclosed in the Form 10-K for the fiscal year\nended December 31, 2025. The risk factor set forth below, together with those previously disclosed in our Form 10-K, constitute important\ncautionary statements and qualifications with respect to the forward-looking statements and other representations contained in this Quarterly\nReport on Form 10-Q. While we attempt to identify, manage, and mitigate risks and uncertainties associated with our business to the extent\npracticable under the circumstances, some level of risk and uncertainty will always be present. “Risk Factors” in the Form\n10-K for the fiscal year ended December 31, 2025 describes some of the risks and uncertainties associated with our business, which we\nstrongly encourage you to review. These risks and uncertainties have the potential to materially affect our business, financial condition,\nresults of operations, cash flows, projected results, and future prospects.\n\n \n\n*A\ndefault under the Company’s Loan Agreement could render the Company ineligible to use Registration Statement on Form S-3 for securities\nofferings, which would materially impair the Company’s ability to raise capital in the public markets and adversely affect its\nshare repurchase program.*\n\n \n\nThe\nCompany currently relies on the availability of Form S-3 registration statements under the Securities Act of 1933 (the “Securities\nAct”), to conduct primary and secondary offerings of its securities and to facilitate its share repurchase program. Eligibility\nto use Form S-3 is conditioned upon, among other things, the Company’s compliance with the timely filing requirements and other\nregistrant eligibility conditions set forth in General Instruction I.B of Form S-3, including that the Company has not failed to pay\nany dividend or sinking fund installment on preferred stock, or defaulted on any installment on indebtedness for borrowed money, or on\nany material lease, since the end of the last fiscal year.\n\n \n\nIf\nthe Company were to default on its obligations under the Loan Agreement including any failure to make required interest or principal\npayments, satisfy margin calls, or comply with other covenants such default could cause the Company to fail to satisfy the registrant\neligibility requirements of Form S-3. In such event, the Company would be required to conduct any future public offerings of its securities\non Form S-1, which is subject to more extensive disclosure requirements, longer SEC review periods, and greater time and expense to prepare.\nThe loss of Form S-3 eligibility would significantly impair the Company’s flexibility to access the capital markets on a timely\nand cost-effective basis, which could adversely affect the Company’s ability to fund operations, pursue strategic opportunities,\nor respond to adverse business conditions.\n\n \n\nIn\naddition, the Company’s share repurchase program relies on the availability of Form S-3 to register shares for resale and to provide\nliquidity to stockholders. If the Company loses its Form S-3 eligibility, it may be unable to continue its share repurchase program on\ncurrent terms, or at all, which could have an adverse effect on the market price of the Company’s common stock and the Company’s\nability to return value to stockholders. Any of the foregoing could have a material adverse effect on the Company’s business, financial\ncondition, results of operations, and the value of its securities."}