BTCS (BTCS) 10-K 31 Mar 23 2022 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 28, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
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 Well-Known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Reporting Status Current	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 Public Float			$ 12,000,000
Entity Common Stock, Shares Outstanding		13,766,321
Documents Incorporated by Reference	Portions of the registrant’s Proxy Statement for the 2023 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission (the “SEC”) within 120 days of the registrant’s fiscal year ended December 31, 2022.
ICFR Auditor Attestation Flag	false
Auditor Firm ID	587
Auditor Name	RBSM LLP
Auditor Location	Las Vegas, Nevada

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 2,146,783	$ 1,400,867
Crypto assets	982	3,117,360
Investments, at value (Cost $100,000)	100,000
Staked crypto assets	1,826,307	623,754
Prepaid expense	123,727	324,551
Total current assets	4,197,799	5,466,532
Other assets:
Property and equipment, net	11,152	9,783
Staked crypto assets	5,708,624	8,625,678
Total other assets	5,719,776	8,635,461
Total Assets	9,917,575	14,101,993
Liabilities and Stockholders’ Equity:
Accounts payable and accrued expense	76,727	138,716
Accrued compensation	295,935	7,334
Warrant liabilities	213,750	1,852,500
Total current liabilities	586,412	1,998,550
Stockholders’ equity:
Common stock, 97,500,000 shares authorized at $0.001 par value, 13,107,149 and 10,528,212 shares issued and outstanding at December 31, 2022 and 2021, respectively	13,108	10,529
Additional paid in capital	160,800,263	147,682,384
Accumulated deficit	(151,482,208)	(135,589,470)
Total stockholders’ equity	9,331,163	12,103,443
Total Liabilities and Stockholders’ Equity	$ 9,917,575	$ 14,101,993

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Cost of investment	$ 100,000
Common stock, shares authorised	97,500,000	97,500,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	13,107,149	10,528,212
Common stock, shares outstanding	13,107,149	10,528,212

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenues
Total revenues	$ 1,692,454	$ 1,213,284
Cost of revenues
Validator expense	426,440	268,346
Gross profit	1,266,014	944,938
Operating expenses:
General and administrative	1,916,193	1,590,707
Research and development	611,758	712,736
Compensation and related expenses	3,313,638	15,583,258
Marketing	78,171	180,290
Impairment loss on crypto assets	13,348,874	3,845,899
Realized gains on crypto asset transactions	(506,757)	(3,054,418)
Total operating expenses	18,761,877	18,858,472
Other income (expenses):
Interest expense		(186,740)
Amortization on debt discount		(1,868,059)
Change in fair value of warrant liabilities	1,638,750	3,918,750
Distributions to warrant holders	(35,625)
Total other income (expenses)	1,603,125	1,863,951
Net loss	(15,892,738)	(16,049,583)
Deemed dividends related to amortization of beneficial conversion feature of Series C-2 convertible preferred stock		(45,541)
Deemed dividends related to recognition of downround adjustment to conversion amount for Series C-2 convertible preferred stock		(5,020,883)
Net loss attributable to common stockholders	$ (15,892,738)	$ (21,116,007)
Net loss per share attributable to common stockholders, basic and diluted	$ (1.25)	$ (3.09)
Weighted average number of common shares outstanding, basic and diluted	12,732,914	6,840,665
Validator Revenue [Member]
Revenues
Total revenues	$ 1,692,454	$ 1,213,284

Statement of Stockholders' Equi

Statement of Stockholders' Equity - USD ($)	Series C-1 Convertible Preferred Stock [Member] Preferred Stock [Member]	Series C-2 Convertible Preferred Stock [Member] Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2020	$ 29		$ 4,201	$ 120,578,944	$ (119,539,887)	$ 1,043,287
Balance, shares at Dec. 31, 2020	29,414		4,201,035
Common stock issued including equity commitment fee, net			$ 322	3,013,683		3,014,005
Common stock issued including equity commitment fee, net, shares			321,738
Issuance of common stock, net of offering cost / At-the-market offering			$ 467	2,831,685		2,832,152
Issuance of common stock, net of offering cost / At-the-market offering, shares			466,791
Issuance of common stock and warrants for cash, net			$ 950	8,864,050		8,865,000
Issuance of common stock and warrants for cash, net, shares			950,000
Warrant liabilities value related to Issuance of common stock				(5,771,250)		(5,771,250)
Issuance of Series C-2 convertible preferred stock		$ 1,100,000				1,100,000
Issuance of series C-2 convertible preferred stock, shares		1,100,000
Conversion of Series C-1 Convertible Preferred stock	$ (29)		$ 20	9
Conversion of series C-1 convertible preferred stock, shares	(29,414)		19,609
Conversion of Series C-2 Convertible Preferred stock		$ (6,216,289)	$ 4,012	6,212,277
Conversion of Series C-2 Convertible Preferred stock, shares		(1,100,000)	4,011,766
Beneficial conversion features associated with convertible notes payable				1,000,000		1,000,000
Beneficial conversion feature of Series C-2 convertible preferred stock		(129,412)		129,412
Deemed dividends related to amortization of beneficial conversion feature of Series C-2 convertible preferred stock		45,541		(45,541)
Deemed dividends related to recognition of downround adjustment to conversion amount for Series C-2 convertible preferred stock		5,020,883		(5,020,883)
Fractional shares adjusted for reverse split			$ 15	(15)
Fractional shares adjusted for reverse split, shares			14,477			(29)
Warrant exercise			$ 200	399,800		$ 400,000
Warrant exercise, shares			200,000
Stock-based compensation			$ 342	15,490,213		15,490,555
Stock-based compensation, shares			342,796
Stock-based compensation in connection with issuance of Series C-2 convertible preferred stock		179,277				179,277
Net loss					(16,049,583)	(16,049,583)
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			$ 2,172	11,124,159		11,126,331
Issuance of common stock, net of offering cost / At-the-market offering, shares			2,172,336
Stock-based compensation			$ 407	2,624,863		2,625,270
Stock-based compensation, shares			406,601
Net loss					(15,892,738)	(15,892,738)
Dividend distributions				(631,143)		(631,143)
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

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Net Cash flows used from operating activities:
Net loss	$ (15,892,738)	$ (16,049,583)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	4,039	939
Amortization on debt discount		1,868,059
Stock-based compensation	2,625,270	15,490,555
Stock-based compensation in connection with issuance of Series C-2 convertible preferred stock		179,277
Validator revenue	(1,692,454)	(1,213,284)
Blockchain network fees (non-cash)	1,321
Change in fair value of warrant liabilities	(1,638,750)	(3,918,750)
Purchase of non-productive crypto assets		(5,761,550)
Sale of non-productive crypto assets	2,547,325	4,274,491
Realized gain on crypto asset transactions	(506,757)	(3,054,418)
Impairment loss on crypto assets	13,348,874	3,845,899
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	200,824	(292,676)
Accounts payable and accrued expenses	(62,332)	112,428
Accrued compensation	288,601	(343,042)
Net cash used in operating activities	(776,777)	(4,861,655)
Net cash used in investing activities:
Purchase of productive crypto assets for validating	(9,453,024)	(9,462,279)
Sale of productive crypto assets	585,595
Purchase of investments	(100,000)
Purchase of property and equipment	(5,408)	(10,491)
Net cash used in investing activities	(8,972,837)	(9,472,770)
Net cash provided by financing activities:
Dividend distributions	(630,801)
Proceeds from exercise of warrants		400,000
Proceeds from issuance of Series C-2 convertible preferred stock		1,100,000
Net proceeds from issuance of convertible notes		1,000,000
Net proceeds from issuance of common stock and warrants for cash		8,865,000
Net proceeds from issuance of common stock		3,014,005
Net proceeds from issuance common stock/ At-the-market offering	11,126,331	2,832,152
Payment to convertible notes principle		(2,000,000)
Net cash provided by financing activities	10,495,530	15,211,157
Net increase in cash	745,916	876,732
Cash, beginning of period	1,400,867	524,135
Cash, end of period	2,146,783	1,400,867
Supplemental disclosure of non-cash financing and investing activities:
Deemed dividends related to amortization of beneficial conversion feature of Series C-2 convertible preferred stock		45,541
Deemed dividends related to recognition of downround adjustment to conversion amount for Series C-2 convertible preferred stock		5,020,883
Conversion of Series C-1 Preferred Stock		20
Conversion of Series C-2 Preferred Stock		6,216,289
Beneficial conversion feature of Series C-2 convertible preferred stock		129,412
Beneficial conversion features associated with convertible notes payable		1,000,000
Dividends payable

Organization and Description of

Organization and Description of Business and Recent Developments	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business and Recent Developments	Note 1 - Organization and Description of Business and Recent Developments BTCS Inc. (formerly Bitcoin Shop, Inc.), a Nevada corporation (the “Company”) was incorporated in 2008 and is an early entrant in the crypto asset market with a primary focus on blockchain infrastructure and staking. The Company operates validator nodes on various DPoS and PoS-based blockchain networks and stakes the native crypto assets on those blockchains to earn rewards. The Company’s recently launched StakeSeeker, a comprehensive crypto dashboard and education center designed to empower users to better understand and grow their crypto holdings with innovative portfolio analytics and a non-custodial process to earn staking rewards through the direct participation in blockchain consensus algorithms. Staking-as-a-Service (“StaaS”) is a central component of BTCS’s strategy, 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. 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 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. As of the date of the financial statements, the Company had recently launched its StakeSeeker platform, which is currently in beta. 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 cryptocurrencies by delegators to Company-run validator nodes are critical to the Company’s strategy and success. Amendment to Articles of Incorporation On August 12, 2021, the Company filed a Certificate of Change with the Nevada Secretary of State to affect a 1-for-10 reverse split of the Company’s class of Common Stock (the “Reverse Split”). The Certificate of Change became effective on August 13, 2021. No fractional shares were issued in connection with the Reverse Split and all such fractional interests were rounded up to the nearest whole number of shares of Common Stock. The Company now has 97,500,000

Basis of Presentation

Basis of Presentation	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Note 2 - Basis of Presentation The Company maintains its books of account and prepares financial statements in accordance with Generally Accepted Accounting Principles in the United States of America (“U.S. GAAP”). The Company’s fiscal year ends on December 31. BTCS Inc. NOTES TO FINANCIAL STATEMENTS

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3 - Summary of Significant Accounting Policies 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). Concentration of Cash The Company maintains cash balances at four financial institutions in checking accounts and money market accounts. The Company considers all highly liquid investments with original maturities of six months or less when purchased to be cash and cash equivalents. As of December 31, 2022 and 2021, the Company had approximately $ 2.1 1.4 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 1.7 0.9 Revenue Recognition The Company recognizes revenue under Accounting Standards Codification (“ASC”) 606 , Revenue from Contracts with Customers ● 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 (or “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 cryptocurrency 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 canceled by the operator and requires that the cryptocurrency staked remain locked up during the duration of the smart contract. In exchange for staking the cryptocurrency and validating transactions on blockchain networks, the Company is entitled to all of the fixed cryptocurrency award for running the Company’s own node and is entitled to a fractional share of the fixed cryptocurrency 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 cryptocurrency the Company staked to the node to the total cryptocurrency 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 cryptocurrency award - is a non-cash consideration, which the Company measures at fair value on the date received. The fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency 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. BTCS Inc. NOTES TO FINANCIAL STATEMENTS Cost of Revenue The Company’s cost of revenue consists primarily of direct production costs related to the operations of validating transactions on the network, rent and utilities for locations housing server nodes to the extent applicable, hosting costs if cloud-based servers are utilized and fees (including stock-based fees) paid to 3rd parties to assist in software maintenance and operations of its nodes. 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 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 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 of approximately $ 13.3 3.8 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 $ 0.5 3.1 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. BTCS Inc. NOTES TO FINANCIAL STATEMENTS Internally Developed Software Internally developed software consists of the core technology of the Company’s Digital Asset Platform, which is being designed to allow users to track, monitor and analyze their aggregate cryptocurrency 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, ASC 350, Intangibles-Goodwill and Other 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 is recorded using the straight-line method over the respective useful lives of the assets ranging from three five 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. BTCS Inc. NOTES TO FINANCIAL STATEMENTS 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. BTCS Inc. NOTES TO FINANCIAL STATEMENTS 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. 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. Dividends On January 5, 2022, the Board of Directors (the “Board”) of the Company declared a non-recurring special dividend of $ 0.05 631,000 0 Advertising Expense Advertisement costs are expensed as incurred and included in marketing expenses. Advertising and marketing expenses amounted to approximately $ 78,000 180,000 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 December 31, 2022 and 2021 because their effect was anti-dilutive: Schedule of Earnings Per Share Anti-diluted 2022 2021 As of December 31, 2022 2021 Warrants to purchase common stock 912,500 962,794 Options 1,150,000 1,235,000 Non-vested restricted stock awards units 1,590,553 29,363 Total 3,653,053 2,227,157 BTCS Inc. NOTES TO FINANCIAL STATEMENTS Beneficial Conversion Feature of Convertible Notes Payable The Company accounts for convertible notes payable in accordance with the guidelines established by the FASB Accounting Standards Codification (“ASC”) Topic 470-20, Debt with Conversion and Other Options. The beneficial conversion feature of a convertible note is normally characterized as the convertible portion or feature of certain notes payable that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a beneficial conversion feature related to the issuance of a convertible note when issued. The discounted face value is then used to measure the effective conversion price of the note. The effective conversion price and the market price of the Company’s Common Stock are used to calculate the intrinsic value of the conversion feature. The intrinsic value is recorded in the financial statements as a debt discount from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense. Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. BTCS Inc. NOTES TO FINANCIAL STATEMENTS

Fair Value of Financial Assets

Fair Value of Financial Assets and Liabilities	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value of Financial Assets and Liabilities	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 December 31, 2022 and 2021: Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis Fair value measured at December 31, 2022 Total at Quoted prices in Significant other Significant 2022 (Level 1) (Level 2) (Level 3) Assets Investments $ 100,000 $ - $ - $ 100,000 Liabilities Warrant Liabilities $ 213,750 $ - $ - $ 213,750 Fair value measured at December 31, 2021 Total at Quoted prices in Significant other Significant 2021 (Level 1) (Level 2) (Level 3) Assets Investments $ - $ - $ - $ - Liabilities Warrant Liabilities $ 1,852,500 $ - $ - $ 1,852,500 The Company did not make any transfers between the levels of the fair value hierarchy during the years ended December 31, 2022 and 2021. 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 years ended December 31, 2022 and 2021, that are measured at fair value on a recurring basis: Schedule of Changes in Fair Value and Other Adjustments of Warrants Fair value of Level 3 financial assets December 31, December 31, 2022 2021 Beginning balance $ - $ - Purchases 100,000 - Unrealized appreciation (depreciation) - - Ending balance $ 100,000 $ - Fair value of Level 3 financial liabilities December 31, December 31, 2022 2021 Beginning balance $ 1,852,500 $ - Warrant liabilities classification - 5,771,250 Fair value adjustment of warrant liabilities (1,638,750 ) (3,918,750 ) Ending balance $ 213,750 $ 1,852,500 BTCS Inc. NOTES TO FINANCIAL STATEMENTS 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 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 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 (the “Offering”) with certain purchasers pursuant to which the Company agreed to sell an aggregate of (i) 950,000 712,500 9.5 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 as of December 31, 2022 and 2021, is as follows: BTCS Inc. NOTES TO FINANCIAL STATEMENTS Summary of Valuation Methodology and Significant Unobservable Inputs Warrant Liabilities December 31, 2022 December 31, 2021 Risk-free rate of interest 3.99 % 1.26 % Expected volatility 152.84 % 162.53 % Expected life (in years) 3.18 4.18 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.

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit)	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Stockholders’ Equity (Deficit)	Note 5 - Stockholders’ Equity (Deficit) Preferred Stock Series C-2 Preferred Stock The company is authorized to issue 20,000,000 0.001 On January 1, 2021, members of the Company’s management subscribed for 110,000 1,100,000 10.00 179,277 BTCS Inc. NOTES TO FINANCIAL STATEMENTS The Series C-2 is not mandatorily redeemable and is not unconditionally redeemable. The Series C-2 is callable by the Company. The Certificate of Designation required that the Company, within 180 days of the Initial Issuance Date, call a special meeting of stockholders seeking shareholder ratification of the issuance of the Series C-2. If the ratification of the issuance was not approved prior to the twelve-month anniversary of the Initial Issuance Date (the “Vote Deadline”), the Series C-2 would be redeemed at a price equal to 107 Based on the guidance in ASC 480-10-S99 (“ASR 268”), a redeemable equity instrument is not to be included in permanent equity. Rather, it should be reported between long-term debt and stockholders’ equity, without a subtotal that might imply it is a part of stockholders’ equity (i.e., “temporary equity” or “mezzanine capital”). ASR 268 specifies that redeemable stock is any type of equity security, including common or preferred stock, when it has any condition for redemption which is not solely within the control of the issuer without regard to probability. The Series C-2 Certificate of Designation required the Company to redeem the Series C-2 if stockholder approval was not received by the Vote Deadline. Stockholder approval was not considered to be “solely within the Company’s control.” Stockholder approval occurred on March 31, 2021, at which time the Series C-2 was no longer callable by the Company. As such, the Series C-2 was initially classified in temporary equity under ASR 268 and was reclassified to permanent equity upon stockholder approval on March 31, 2021. The holders of Series C-2 shall be entitled to receive dividends or distributions on each share of Series C-2 on an “as-converted basis” into Common Stock when and if dividends are declared on the Common Stock by the Board of Directors. Dividends shall be paid in cash or property, as determined by the Board of Directors. At any time or times on or after the two-year anniversary of the Initial Issuance Date, each Holder shall be entitled to convert any portion of the outstanding Series C-2 held by such Holder into validly issued, fully-paid and non-assessable shares of Common at the Conversion Rate. The Conversion Amount is subject to adjustment for certain capitalization and Anti-Dilution Events. The Series C-2 will automatically be converted at the earlier of: (i) the four-year anniversary of the Initial Issuance Date, and (ii) simultaneously with the Company’s Common Stock being listed on a national securities exchange. The Conversion Rate is based upon the Conversion Price of $ 1.70 129,412 45,541 The Conversion Amount may be adjusted due to certain Anti-Dilution Events. If at any time after the Initial Issuance Date, the Company raises capital equal to or in excess of $5 million by issuing Common Stock or Common Stock Equivalents then the Anti-Dilution Amount per share of Series C-2 shall be the product of: (i) 0.0000004, and (ii) the aggregate amount of all capital raised by the Company after the Initial Issuance Date (the “Capital Raised”). Provided; further, for the determination of the Anti-Dilution Amount, the amount of Capital Raised shall be limited to $13 million, regardless of how much capital the Company raises. In the event capital is raised simultaneous with a listing on a national securities exchange and the automatic conversion of the Series C-2 then such funds shall be included in the Capital Raised for the purpose of determining the Anti-Dilution Amount. As of September 30, 2021, over $13 million of capital was raised and the adjustment to the Conversion Amount was fully triggered. The Company recognized the effect of the down-round protection when capital raises occur as the difference between: (1) the financial instrument’s fair value (without the down round feature) using the pre-trigger exercise price, and (2) the financial instrument’s fair value (without the down round feature) using the reduced exercise price. The value of the effect of the down round feature of $5,020,883 was treated as a dividend and a reduction to income available to common shareholders in the basic EPS calculation. 4,011,766 BTCS Inc. NOTES TO FINANCIAL STATEMENTS Common Stock Reverse Stock Split On August 25, 2021, the Company issued approximately 14,500 1-for-10 Reverse Split Issuance of Shares Pursuant to Equity Line of Credit Purchase Agreement On January 28, 2021, the Company filed a fourth Registration Statement on Form S-1 seeking to register 400,000 During the year ended December 31, 2021, the Company sold 321,738 17,590 3,015,000 Issuance of Shares Pursuant to Registered Direct Offering On March 4, 2021, the Company entered into a securities purchase agreement (the “RD Purchase Agreement”) with institutional investors, pursuant to which the Company sold and issued, in a registered direct offering, 950,000 10.00 712,500 11.50 9.5 8.9 The RD Purchase Agreement contains representations, warranties, indemnifications and other provisions customary for transactions of this nature. Pursuant to the RD Purchase Agreement, subject to limited exceptions, each of the Company and its officers and directors agreed not to, and not to publicly disclose the intention to, sell or otherwise dispose of, any shares of Common Stock or any securities convertible into, or exchangeable or exercisable for, Common Stock, for a period ending 60 days after the date of the prospectus supplement for this offering. The Company also entered into a placement agent agreement with A.G.P./Alliance Global Partners (“AGP”), pursuant to which AGP agreed to serve as the exclusive placement agent for the Company in connection with that offering. The Company paid AGP a cash placement fee equal to 7.0 3.5 40,000 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 (the “Shares”). The Company will pay H.C. Wainwright a commission rate equal to 3.0 % of the aggregate gross proceeds from each sale of Shares. BTCS Inc. NOTES TO FINANCIAL STATEMENTS During the year ended December 31, 2021, the Company sold a total of 466,791 2,979,000 6.38 2,832,000 During the year ended December 31, 2022, the Company sold a total of 2,172,336 11,487,000 5.29 11,126,000 Issuance of Shares Pursuant to Cash Exercise of Series C Warrants On January 15, 2021, the Company issued 200,000 400,000 Issuance of Shares Due to Conversion of Series C-1 Preferred Stock On March 30, 2021, the Company issued 19,609 29,414 Issuance of Shares Due to Conversion of Series C-2 Preferred Stock On September 14, 2021, the Series C-2 was converted into 4,011,766 Issuance of Restricted Stock to Service Providers During the year ended December 31, 2021, the Company issued to four service providers a total of approximately 52,800 0.6 During the year ended December 31, 2022, the Company issued to one service provider a total of approximately 12,500 59,000 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 has reserved 7,000,000 BTCS Inc. NOTES TO FINANCIAL STATEMENTS Options On January 1, 2021, the Board of Directors of the Company approved the grant of 1.2 1.90 480,000 On April 1, 2021, the Company granted 35,000 10.30 14,000 21,000 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 year ended December 31, 2022 and 2021 for both the Black-Scholes formula and the Monte-Carlo simulation, applicable to 2021 options granted: Summary of Weighted-average Assumptions Used to Estimate Fair Value Year Ended 2022 2021 Exercise price $ 1.51 $ 2.14 Term (years) 5.00 2.50 3.30 Expected stock price volatility 165.8 % 185.9 % Risk-free rate of interest 2.77 % 0.34 % Expected Volatility Risk-Free Interest Rate Expected Term 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. BTCS Inc. NOTES TO FINANCIAL STATEMENTS A summary of options activity under the Company’s stock option plan for the year ended December 31, 2022 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, 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 RSUs On January 1, 2021, the Board of Directors of the Company approved 275,000 275,000 2.8 On April 1, 2021, the Company granted a total of 15,000 15,000 0.2 September 14, 2021 On June 28, 2021, the Company granted 50,781 The restricted stock units were to vest over a five-year period as follows: 20 50,781 50,781 On December 1, 2021, the Company granted 29,363 20 29,363 st 0.2 5,873 35,000 On February 22, 2022, the Company granted 45,767 20% 45,767 st 0.2 BTCS Inc. NOTES TO FINANCIAL STATEMENTS Effective January 2, 2022, the Board of Directors of the Company ratified the following arrangements approved by its Compensation Committee: The Board of Directors of the Company ratified grants of RSUs to each independent director. David Garrity, Carol Van Cleef and Charles Lee were each granted 95,544 95,544 0.3 The Company’s executive officers were granted RSUs 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 50 100 150 300 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. The RSUs granted to each executive employee are as follows: Schedule of Restricted Stock Units Total RSUs Market Cap Vesting Thresholds Officer Name Title Grant Date 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. The following weighted-average assumptions were used to estimate the fair value of options granted during the year ended December 31, 2022 and 2021 for the Monte-Carlo simulation: Schedule of Weighted-Average Assumptions Used to Estimate Fair Value Year Ended 2022 2021 Vesting Hurdle Price $ 19.39 - Term (years) 5.00 - Expected stock price volatility 103.7 % - Risk-free rate of interest 1.32 % - Expected Volatility Risk-Free Interest Rate Expected Term Vesting Hurdle Price: Effective September 30, 2022, Mr. David Garrity resigned as a director of BTCS, Inc. The Board of Directors of the Company 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 A summary of the Company’s restricted stock units granted under the 2021 Plan during the year ended December 31, 2022 are as follows: Summary of Restricted Stock Number of Weighted Nonvested at December 31, 2021 29,363 $ 5.96 Granted 1,670,569 3.28 Vested (109,379 ) 2.29 Forfeited - - Nonvested at December 31, 2022 1,590,553 $ 3.39 BTCS Inc. NOTES TO FINANCIAL STATEMENTS 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 years ended December 31, 2022 and 2021 was as follows: Schedule of Stock-based Compensation Expense 2022 2021 For the Year Ended December 31, 2022 2021 Employee bonus stock awards $ 894,027 $ - Employee stock option awards 97,142 11,932,409 Employee restricted stock unit awards 1,575,475 2,993,146 Non-employee restricted stock awards 225,207 352,640 Series C-2 Allocation - 179,277 Stock-based compensation $ 2,791,851 $ 15,457,472 Stock Purchase Warrants The following is a summary of warrant activity for the years ended December 31, 2022 and 2021: Summary of Warrant Activity Number of Warrants Outstanding as of December 31, 2020 250,323 Issuance of Series C Warrants 200,000 Warrants exercise for cash (200,000 ) Issuance of Warrants pursuant to Registered Direct Offering 712,500 Fractional shares adjusted for reverse split (29 ) Outstanding as of December 31, 2021 962,794 Expiration of warrants (50,294 ) Outstanding as of December 31, 2022 912,500 BTCS Inc. NOTES TO FINANCIAL STATEMENTS

Executive Compensation

Executive Compensation	12 Months Ended
	Dec. 31, 2022
Executive Compensation
Executive Compensation	Note 6 – Executive Compensation Employment Agreements Charles W. Allen – Chief Executive Officer and Director On June 22, 2017, we entered into an employment agreement with Charles Allen (the “Allen Employment Agreement”), whereby Mr. Allen agreed to serve as our Chief Executive Officer and Chief Financial Officer for a period of two ( 2 245,000 500 500 On February 6, 2019 we amended the Allen Employment Agreement whereby the annual salary was increased to $ 345,000 4.5% 393,702 On June 24, 2022, as a part of its cost-cutting measures, Charles Allen agreed to forfeit $ 25,000 Michal Handerhan – Chief Operating Officer and Director On June 22, 2017, we entered into an employment agreement with Michal Handerhan (the “Handerhan Employment Agreement”), whereby Mr. Handerhan agreed to serve as our Chief Operating Officer and Secretary for a period of two (2) years, subject to renewal, in consideration for an annual salary of $ 190,000 500 500 On February 6, 2019 we amended the Handerhan Employment Agreement whereby the annual salary was increased to $ 215,000 4.5% On January 19, 2022, the Board of Directors approved a salary increase for Michael Handerhan effective January 1, 2022. For the year ended December 31, 2022 Mr. Handerhan’s annual base salary was $ 275,000 On June 24, 2022, as a part of its cost-cutting measures, Michal Handerhan agreed to each forfeit $ 25,000 Michael Prevoznik – Chief Financial Officer On December 1, 2021 we entered into an employment agreement with Michael Prevoznik (the “Prevoznik Employment Agreement”), whereby Mr. Prevoznik agreed to serve as our Chief Financial Officer in consideration for an annual salary of $ 175,000 500 500 On June 1, 2022, the Board of Directors approved a salary increase for Michael Prevoznik effective June 1, 2022. For the year ended December 31, 2022 Mr. Prevoznik’s annual base salary was $ 225,000 On December 9, 2022, upon recommendation of the Compensation Committee of the Board of Directors approved a 4.5% Manish Paranjape – Chief Technology Officer On February 22, 2022 we entered into an employment agreement with Manish Paranjape (the “Paranjape Employment Agreement”), whereby Mr. Paranjape agreed to serve as our Chief Technology Officer in consideration for an annual salary of $ 225,000 500 500 On December 9, 2022, upon recommendation of the Compensation Committee of the Board of Directors approved a 4.5% BTCS Inc. NOTES TO FINANCIAL STATEMENTS Termination/Severance Provisions The terms of the Allen Employment Agreement and Handerhan Employment Agreement (collectively the “Employment Agreements”) provide each of Messrs. Allen and Handerhan (the “Executives”) certain, severance and change of control benefits if the Executive resigns from the Company for good reason or the Company terminates him other than for cause. In such circumstances, the Executive would be entitled to a lump sum payment equal to (i) the Executive’s then-current base salary, and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Executive was a participant. In addition, the severance benefit for the Executives the employment agreements include the Company continuing to pay for medical and life insurance coverage for up to one year following termination. If, within eighteen months following a change of control (as defined below), the Executive’s employment is terminated by the Company without cause or he resigns from the Company for good reason, the Executive will receive certain severance compensation. In such circumstances, the cash benefit to the Executive will be a lump sum payment equal to two times (i) his then-current base salary and (ii) his prior year cash bonus and incentive compensation. Upon the occurrence of a change of control, irrespective of whether his employment with the Company terminates, each Executive’s stock options and equity-based awards will immediately vest. A “change of control” for purposes of the Employment Agreements means any of the following: (i) the sale or partial sale of the Company to an un-affiliated person or entity or group of un-affiliated persons or entities pursuant to which such party or parties acquire shares of capital stock of the Company representing at least twenty five ( 25% Additionally, pursuant to the terms of the Employment Agreements, we have entered into an indemnification agreement with each executive officer. Bonuses On January 2, 2022, Charles Allen, the Company’s Chief Executive Officer, was awarded 173,611 111,111 On May 12, 2022, the Compensation Committee of the Board of Directors of the Company approved a performance based Annual Cash Incentive Plan (“ACIP”) for the Company’s executives for fiscal year 2022 whereby if an executive meets their performance milestones, the executive will receive a bonus in amount up to 48% 107% On December 9, 2022, upon recommendation of the Compensation Committee, the Board of Directors approved an annual performance payout in the aggregate amount of $ 278,498 Schedule of Annual Performance Layout For the Year Ended December 31, 2022 Charles Allen - CEO 104,987 Michal Handerhan - COO 82,500 Michael Prevoznik - CFO 45,000 Manish Paranjape - CTO 46,011 Total Performance Bonuses Earned 278,498 BTCS Inc. NOTES TO FINANCIAL STATEMENTS

Accrued Compensation

Accrued Compensation	12 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued Compensation	Note 7 – Accrued Compensation As of December 31, 2022 and 2021, the Company had accrued expenses consisting of the following: Schedule of Accrued Compensation December 31, 2022 December 31, 2021 Compensation and related expenses $ 295,935 $ 9,178 Accounts Payable 76,727 51,191 Other - 1,860,177 Accrued Expenses $ 372,662 $ 1,920,547 Accrued compensation and related expenses include approximately $ 284,000

Employee Benefit Plans

Employee Benefit Plans	12 Months Ended
	Dec. 31, 2022
Retirement Benefits [Abstract]
Employee Benefit Plans	Note 8 – 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% 45,000 39,000

Liquidity

Liquidity	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity	Note 9 – 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 As reflected in the financial statements, the Company has historically incurred a net loss and has an accumulated deficit at December 31, 2022, a net loss and net cash used in operating activities 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. The Company has sustained recurring losses and negative cash flows from operations. Over the past year, the Company’s growth has been funded through the sale of common stock equity. As of December 31, 2022, the Company had approximately $ 2.1 BTCS Inc. NOTES TO FINANCIAL STATEMENTS

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Note 10 - Income Taxes The Company had no The tax effects of temporary differences and tax loss and credit carry forwards that give rise to significant portions of deferred tax assets and liabilities at December 31, 2022 and 2021 are comprised of the following: Schedule of Deferred Tax Assets and Liabilities 2022 2021 As of December 31, 2022 2021 Deferred tax assets: Federal Net-operating loss carryforward $ 2,776,943 $ 2,287,780 State Net-operating loss carryforward 360,818 Other (Non-Qualified Stock Options) 225,794 209,797 Total Deferred Tax Assets 3,363,555 2,497,578 Valuation allowance (3,363,555 ) (2,497,578 ) Deferred Tax Asset, Net of Allowance $ - $ - At December 31, 2022, the Company had net operating loss carry forwards for federal and state tax purposes of approximately $ 18.6 expire in 2034 The 20-year carryforward period has been replaced with an indefinite carryforward period for these NOLs generated in tax years beginning after December 31, 2017 and future years Accordingly, the amount of NOLs that were generated in the tax year December 31, 2014 in the amount of $ 1,290,156 December 31, 2034 1,545,343 December 31, 2035 794,762 December 31, 2036 1,084,564 December 31, 2037 8,508,712 Prior to the February 5, 2014 merger, the Company had generated net operating losses, which the Company’s preliminary analysis indicates would be subject to significant limitations pursuant to Internal Revenue Code Section 382. The Company has not completed its IRC Section 382 Valuation, as required, and the NOL’s because of potential Change of Ownerships might be completely worthless. Therefore, Management of the Company has recorded a Full Valuation Reserve, since it is more likely than not that no benefit will be realized for the Deferred Tax Assets. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. In case the deferred tax assets will not be realized in future periods, the Company has provided a valuation allowance for the full amount of the deferred tax assets at December 31, 2022 and 2021. The valuation allowance increased by approximately $ 0.9 The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follows: Schedule of Income Tax Rate For the years ended December 31, 2022 2021 Statutory Federal Income Tax Rate (21.0 )% (21.0 )% State Taxes, Net of Federal Tax Benefit (6.72 )% (6.5 )% Federal tax rate change 0.0 % 0.0 Other 27.72 % 27.5 Change in Valuation Allowance (0.0 )% (0.0 )% Income Taxes Provision (Benefit) - % - % The Company has not identified any uncertain tax positions requiring a reserve as of December 31, 2022 and 2021. BTCS Inc. NOTES TO FINANCIAL STATEMENTS

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 11 - 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. During the period from December 31, 2022 to March 28, 2023, the Company sold a total of 295,306 520,000 1.76 501,000 On December 9, 2022, upon recommendation of the Compensation Committee, the Board of Directors of BTCS Inc. approved, effective January 1, 2023, the amendment of unvested RSUs which are subject to monthly time-based vesting such that the time-based vesting conditions will be replaced with calendar year annual vesting, including any pro-rata adjustment which may be required to move from an annual basis to a calendar year annual basis. In addition, the Board of Directors approved the grant of 25,000 Effective January 19, 2023, The Board of Directors of the Company approved the issuance of $ 50,000 12,500 The Board also approved the following annual committee chair fees: $ 5,000 5,000 5,000 25,000 On February 2, 2023, the Company announced that it had created a new Series V Convertible Preferred Stock with plans to distribute the Series V to each shareholder of record as of March 27, 2023 with a payment date of April 14, 2023. On March 23, 2023, the Company announced the delay of the key dates including record and payment dates of the Series V distribution, due to anticipated changes to the structure. The Company is actively working with relevant parties to ensure a smooth process of the distribution moving forward.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
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 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).
Concentration of Cash	Concentration of Cash The Company maintains cash balances at four financial institutions in checking accounts and money market accounts. The Company considers all highly liquid investments with original maturities of six months or less when purchased to be cash and cash equivalents. As of December 31, 2022 and 2021, the Company had approximately $ 2.1 1.4 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 1.7 0.9
Revenue Recognition	Revenue Recognition The Company recognizes revenue under Accounting Standards Codification (“ASC”) 606 , Revenue from Contracts with Customers ● 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 (or “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 cryptocurrency 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 canceled by the operator and requires that the cryptocurrency staked remain locked up during the duration of the smart contract. In exchange for staking the cryptocurrency and validating transactions on blockchain networks, the Company is entitled to all of the fixed cryptocurrency award for running the Company’s own node and is entitled to a fractional share of the fixed cryptocurrency 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 cryptocurrency the Company staked to the node to the total cryptocurrency 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 cryptocurrency award - is a non-cash consideration, which the Company measures at fair value on the date received. The fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency 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. BTCS Inc. NOTES TO FINANCIAL STATEMENTS
Cost of Revenue	Cost of Revenue The Company’s cost of revenue consists primarily of direct production costs related to the operations of validating transactions on the network, rent and utilities for locations housing server nodes to the extent applicable, hosting costs if cloud-based servers are utilized and fees (including stock-based fees) paid to 3rd parties to assist in software maintenance and operations of its nodes.
Crypto Assets Translations and Remeasurements	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 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 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 of approximately $ 13.3 3.8 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 $ 0.5 3.1 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. BTCS Inc. NOTES TO FINANCIAL STATEMENTS
Internally Developed Software	Internally Developed Software Internally developed software consists of the core technology of the Company’s Digital Asset Platform, which is being designed to allow users to track, monitor and analyze their aggregate cryptocurrency 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, ASC 350, Intangibles-Goodwill and Other
Property and Equipment	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 is recorded using the straight-line method over the respective useful lives of the assets ranging from three five
Use of Estimates	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	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. BTCS Inc. NOTES TO FINANCIAL STATEMENTS
Accounting for Warrants	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	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. BTCS Inc. NOTES TO FINANCIAL STATEMENTS 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. 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.
Dividends	Dividends On January 5, 2022, the Board of Directors (the “Board”) of the Company declared a non-recurring special dividend of $ 0.05 631,000 0
Advertising Expense	Advertising Expense Advertisement costs are expensed as incurred and included in marketing expenses. Advertising and marketing expenses amounted to approximately $ 78,000 180,000
Net Loss per Share	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 December 31, 2022 and 2021 because their effect was anti-dilutive: Schedule of Earnings Per Share Anti-diluted 2022 2021 As of December 31, 2022 2021 Warrants to purchase common stock 912,500 962,794 Options 1,150,000 1,235,000 Non-vested restricted stock awards units 1,590,553 29,363 Total 3,653,053 2,227,157 BTCS Inc. NOTES TO FINANCIAL STATEMENTS
Beneficial Conversion Feature of Convertible Notes Payable	Beneficial Conversion Feature of Convertible Notes Payable The Company accounts for convertible notes payable in accordance with the guidelines established by the FASB Accounting Standards Codification (“ASC”) Topic 470-20, Debt with Conversion and Other Options. The beneficial conversion feature of a convertible note is normally characterized as the convertible portion or feature of certain notes payable that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a beneficial conversion feature related to the issuance of a convertible note when issued. The discounted face value is then used to measure the effective conversion price of the note. The effective conversion price and the market price of the Company’s Common Stock are used to calculate the intrinsic value of the conversion feature. The intrinsic value is recorded in the financial statements as a debt discount from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. BTCS Inc. NOTES TO FINANCIAL STATEMENTS

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
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 December 31, 2022 and 2021 because their effect was anti-dilutive: Schedule of Earnings Per Share Anti-diluted 2022 2021 As of December 31, 2022 2021 Warrants to purchase common stock 912,500 962,794 Options 1,150,000 1,235,000 Non-vested restricted stock awards units 1,590,553 29,363 Total 3,653,053 2,227,157

Fair Value of Financial Asset_2

Fair Value of Financial Assets and Liabilities (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis	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 December 31, 2022 and 2021: Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis Fair value measured at December 31, 2022 Total at Quoted prices in Significant other Significant 2022 (Level 1) (Level 2) (Level 3) Assets Investments $ 100,000 $ - $ - $ 100,000 Liabilities Warrant Liabilities $ 213,750 $ - $ - $ 213,750 Fair value measured at December 31, 2021 Total at Quoted prices in Significant other Significant 2021 (Level 1) (Level 2) (Level 3) Assets Investments $ - $ - $ - $ - Liabilities Warrant Liabilities $ 1,852,500 $ - $ - $ 1,852,500
Schedule of Changes in Fair Value and Other Adjustments of Warrants	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 years ended December 31, 2022 and 2021, that are measured at fair value on a recurring basis: Schedule of Changes in Fair Value and Other Adjustments of Warrants Fair value of Level 3 financial assets December 31, December 31, 2022 2021 Beginning balance $ - $ - Purchases 100,000 - Unrealized appreciation (depreciation) - - Ending balance $ 100,000 $ - Fair value of Level 3 financial liabilities December 31, December 31, 2022 2021 Beginning balance $ 1,852,500 $ - Warrant liabilities classification - 5,771,250 Fair value adjustment of warrant liabilities (1,638,750 ) (3,918,750 ) Ending balance $ 213,750 $ 1,852,500
Summary of Valuation Methodology and Significant Unobservable Inputs Warrant Liabilities	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 as of December 31, 2022 and 2021, is as follows: BTCS Inc. NOTES TO FINANCIAL STATEMENTS Summary of Valuation Methodology and Significant Unobservable Inputs Warrant Liabilities December 31, 2022 December 31, 2021 Risk-free rate of interest 3.99 % 1.26 % Expected volatility 152.84 % 162.53 % Expected life (in years) 3.18 4.18 Expected dividend yield - -

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit) (Tables)	12 Months Ended
	Dec. 31, 2022
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 year ended December 31, 2022 and 2021 for the Monte-Carlo simulation: Schedule of Weighted-Average Assumptions Used to Estimate Fair Value Year Ended 2022 2021 Vesting Hurdle Price $ 19.39 - Term (years) 5.00 - Expected stock price volatility 103.7 % - Risk-free rate of interest 1.32 % -
Summary of Option Activity	A summary of options activity under the Company’s stock option plan for the year ended December 31, 2022 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, 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
Schedule of Restricted Stock Units	The RSUs granted to each executive employee are as follows: Schedule of Restricted Stock Units Total RSUs Market Cap Vesting Thresholds Officer Name Title Grant Date 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 year ended December 31, 2022 are as follows: Summary of Restricted Stock Number of Weighted Nonvested at December 31, 2021 29,363 $ 5.96 Granted 1,670,569 3.28 Vested (109,379 ) 2.29 Forfeited - - Nonvested at December 31, 2022 1,590,553 $ 3.39
Schedule of Stock-based Compensation Expense	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 years ended December 31, 2022 and 2021 was as follows: Schedule of Stock-based Compensation Expense 2022 2021 For the Year Ended December 31, 2022 2021 Employee bonus stock awards $ 894,027 $ - Employee stock option awards 97,142 11,932,409 Employee restricted stock unit awards 1,575,475 2,993,146 Non-employee restricted stock awards 225,207 352,640 Series C-2 Allocation - 179,277 Stock-based compensation $ 2,791,851 $ 15,457,472
Summary of Warrant Activity	The following is a summary of warrant activity for the years ended December 31, 2022 and 2021: Summary of Warrant Activity Number of Warrants Outstanding as of December 31, 2020 250,323 Issuance of Series C Warrants 200,000 Warrants exercise for cash (200,000 ) Issuance of Warrants pursuant to Registered Direct Offering 712,500 Fractional shares adjusted for reverse split (29 ) Outstanding as of December 31, 2021 962,794 Expiration of warrants (50,294 ) Outstanding as of December 31, 2022 912,500
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	Summary of Weighted-average Assumptions Used to Estimate Fair Value Year Ended 2022 2021 Exercise price $ 1.51 $ 2.14 Term (years) 5.00 2.50 3.30 Expected stock price volatility 165.8 % 185.9 % Risk-free rate of interest 2.77 % 0.34 %

Executive Compensation (Tables)

Executive Compensation (Tables)	12 Months Ended
	Dec. 31, 2022
Executive Compensation
Schedule of Annual Performance Layout	Schedule of Annual Performance Layout For the Year Ended December 31, 2022 Charles Allen - CEO 104,987 Michal Handerhan - COO 82,500 Michael Prevoznik - CFO 45,000 Manish Paranjape - CTO 46,011 Total Performance Bonuses Earned 278,498

Accrued Compensation (Tables)

Accrued Compensation (Tables)	12 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
Schedule of Accrued Compensation	As of December 31, 2022 and 2021, the Company had accrued expenses consisting of the following: Schedule of Accrued Compensation December 31, 2022 December 31, 2021 Compensation and related expenses $ 295,935 $ 9,178 Accounts Payable 76,727 51,191 Other - 1,860,177 Accrued Expenses $ 372,662 $ 1,920,547

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of Deferred Tax Assets and Liabilities	The tax effects of temporary differences and tax loss and credit carry forwards that give rise to significant portions of deferred tax assets and liabilities at December 31, 2022 and 2021 are comprised of the following: Schedule of Deferred Tax Assets and Liabilities 2022 2021 As of December 31, 2022 2021 Deferred tax assets: Federal Net-operating loss carryforward $ 2,776,943 $ 2,287,780 State Net-operating loss carryforward 360,818 Other (Non-Qualified Stock Options) 225,794 209,797 Total Deferred Tax Assets 3,363,555 2,497,578 Valuation allowance (3,363,555 ) (2,497,578 ) Deferred Tax Asset, Net of Allowance $ - $ -
Schedule of Income Tax Rate	The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follows: Schedule of Income Tax Rate For the years ended December 31, 2022 2021 Statutory Federal Income Tax Rate (21.0 )% (21.0 )% State Taxes, Net of Federal Tax Benefit (6.72 )% (6.5 )% Federal tax rate change 0.0 % 0.0 Other 27.72 % 27.5 Change in Valuation Allowance (0.0 )% (0.0 )% Income Taxes Provision (Benefit) - % - %

Organization and Description _2

Organization and Description of Business and Recent Developments (Details Narrative) - shares	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Common stock shares authorized	97,500,000	97,500,000

Schedule of Earnings Per Share

Schedule of Earnings Per Share Anti-diluted (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	3,653,053	2,227,157
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	912,500	962,794
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,150,000	1,235,000
Non Vested Restricted Stock Awards Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,590,553	29,363

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Jan. 05, 2022
Property, Plant and Equipment [Line Items]
Cash and cash equivalents	$ 2,146,783	$ 1,400,867
Cash, FDIC insured amount	1,700,000	900,000
Impairment losses	13,300,000	3,800,000
Realized investment gains losses	$ 500,000	3,100,000
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.
Payments of dividends	$ 631,000	0
Advertising and marketing expenses	78,000	$ 180,000
Board of Directors [Member]
Property, Plant and Equipment [Line Items]
Dividend per share			$ 0.05
Maximum [Member]
Property, Plant and Equipment [Line Items]
Cash, FDIC insured amount	$ 250,000
Property, plant and equipment, estimated useful lives	five
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, estimated useful lives	three

Schedule of Fair Value of Asset

Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	$ 100,000
Warrant liabilities	213,750	1,852,500
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
Warrant liabilities	$ 213,750	$ 1,852,500

Schedule of Changes in Fair Val

Schedule of Changes in Fair Value and Other Adjustments of Warrants (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Beginning balance
Purchases	100,000
Unrealized appreciation (depreciation)
Ending balance	100,000
Warrant liabilities, beginning balance	1,852,500
Warrant liabilities classification		5,771,250
Fair value adjustment of warrant liabilities	(1,638,750)	(3,918,750)
Warrant liabilities, ending balance	$ 213,750	$ 1,852,500

Summary of Valuation Methodolog

Summary of Valuation Methodology and Significant Unobservable Inputs Warrant Liabilities (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Risk-free rate of interest	1.32%
Expected volatility	103.70%
Expected life (in 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	3.99%	1.26%
Expected volatility	152.84%	162.53%
Expected life (in years)	3 years 2 months 4 days	4 years 2 months 4 days
Expected dividend yield

Fair Value of Financial Asset_3

Fair Value of Financial Assets and Liabilities (Details Narrative) - USD ($)	Aug. 25, 2021	Mar. 04, 2021	Mar. 02, 2021	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Shares of common stock	14,500
Securities Purchase Agreement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Shares of common stock		950,000	950,000
Common stock warrants			712,500
Gross proceeds from private placement		$ 8,900,000	$ 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 Disclosure				$ 100,000

Summary of Weighted-average Ass

Summary of Weighted-average Assumptions Used to Estimate Fair Value (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price	$ 19.39
Term (years)	5 years
Expected stock price volatility	103.70%
Risk-free rate of interest	1.32%
2021 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price	$ 1.51	$ 2.14
Term (years)	5 years
Expected stock price volatility	165.80%	185.90%
Risk-free rate of interest	2.77%	0.34%
2021 Equity Incentive Plan [Member] | Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Term (years)		2 years 6 months
2021 Equity Incentive Plan [Member] | Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Term (years)		3 years 3 months 18 days

Summary of Option Activity (Det

Summary of Option Activity (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Equity [Abstract]
Number of shares outstanding, beginning balance | shares	1,235,000
Weighted average exercise price, beginning balance | $ / shares	$ 2.14
Total intrinsic value, beginning balance | $	$ 1,488,000
Weighted average remaining contractual life (in years), beginning balance	4 years
Number of shares outstanding, Employee options granted | shares	50,000
Weighted average exercise price, employee options granted | $ / shares	$ 1.51
Weighted average remaining contractual life (in years), employee options granted	1 year 4 months 24 days
Number of shares outstanding, Employee options expired | shares	(100,000)
Weighted average exercise price, employee options expired | $ / shares	$ 1.90
Number of shares outstanding, Employee options forfeited | shares	(35,000)
Weighted average exercise price, employee options forfeited | $ / shares	$ 1.50
Number of shares outstanding, ending balance | shares	1,150,000
Weighted average exercise price, ending balance | $ / shares	$ 2.15
Total intrinsic value, ending balance | $
Weighted average remaining contractual life (in years), ending balance	3 years 3 months 18 days
Number of shares outstanding, options vested and exercisable | shares	1,135,000
Weighted average exercise price, options vested and exercisable | $ / shares	$ 2.16
Total intrinsic value, options vested and exercisable | $
Weighted average remaining contractual life (in years), options vested and exercisable	3 years 3 months 18 days

Schedule of Restricted Stock Un

Schedule of Restricted Stock Units (Details)	Feb. 22, 2022 shares
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]
Stock issued during period restricted stock award 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]
Stock issued during period restricted stock award 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]
Stock issued during period restricted stock award 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]
Stock issued during period restricted stock award 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

Schedule of Weighted-Average As

Schedule of Weighted-Average Assumptions Used to Estimate Fair Value (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Equity [Abstract]
Exercise price	$ 19.39
Term (years)	5 years
Expected stock price volatility	103.70%
Risk-free rate of interest	1.32%

Summary of Restricted Stock (De

Summary of Restricted Stock (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Equity [Abstract]
Number of restricted stock units nonvested, beginning balance | shares	29,363
Weighted average grant day fair value nonvested, beginning balance | $ / shares	$ 5.96
Number of restricted stock units, granted | shares	1,670,569
Weighted average grant day fair value, granted | $ / shares	$ 3.28
Number of restricted stock units, vested | shares	(109,379)
Weighted average grant day fair value, vested | $ / shares	$ 2.29
Number of restricted stock units, forfeited | shares
Weighted average grant day fair value, forfeited | $ / shares
Number of restricted stock units nonvested, ending balance | shares	1,590,553
Weighted average grant day fair value nonvested, ending balance | $ / shares	$ 3.39

Schedule of Stock-based Compens

Schedule of Stock-based Compensation Expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation	$ 2,791,851	$ 15,457,472
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	97,142	11,932,409
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation	1,575,475	2,993,146
Non Employee Restricted Stock Awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation	225,207	352,640
Series C-2 Allocation [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation		$ 179,277

Summary of Warrant Activity (De

Summary of Warrant Activity (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Equity [Abstract]
Number of warrants, outstanding, ending balance	962,794	250,323
Number of warrants, issuance of series C warrants		200,000
Number of warrants, warrants exercise for cash		(200,000)
Number of warrants, issuance of warrants pursuant to registered direct offering		712,500
Number of warrants, fractional shares adjusted for reverse split		(29)
Number of warrants, expiration of warrant	(50,294)
Number of warrants, outstanding, ending balance	912,500	962,794

Stockholders_ Equity (Deficit_2

Stockholders’ Equity (Deficit) (Details Narrative) - USD ($)

12 Months Ended

Dec. 31, 2022

Dec. 09, 2022

Oct. 01, 2022

Feb. 22, 2022

Jan. 02, 2022

Dec. 31, 2021

Dec. 01, 2021

Nov. 30, 2021

Sep. 14, 2021

Aug. 25, 2021

Jun. 28, 2021

Apr. 01, 2021

Mar. 30, 2021

Mar. 04, 2021

Mar. 02, 2021

Jan. 28, 2021

Jan. 15, 2021

Jan. 02, 2021

Dec. 31, 2022

Dec. 31, 2021

Sep. 30, 2022

Class of Stock [Line Items]

Number of common stock issued

14,500

Stock issued during period value new issues

$ 3,014,005

Share-based compensation

$ 2,625,270

$ 15,490,555

Reverse split

1-for-10 Reverse Split

Restricted stock unit grants

1,521,296

Exercise price

$ 2.15

$ 2.14

$ 2.15

$ 2.14

Number of share options granted

14,000

480,000

21,000

Stock issued during period, shares

275,000

Stock issued during period, value

$ 2,800,000

Fair value

$ 2,625,270

$ 15,490,555

Remaining unvested restricted stock units

1,590,553

29,363

1,590,553

29,363

Remaining unvested restricted stock units aggregate intrinsic value, nonvested

$ 5,600

2021 Equity Incentive Plan [Member]

Class of Stock [Line Items]

Common stock, capital shares reserved for future issuance

7,000,000

7,000,000

Stock option granted

1,200,000

Exercise price

$ 1.90

Restricted Common Stock [Member]

Class of Stock [Line Items]

Restricted stock unit grants

12,500

52,800

Number of restricted stock units granted and vested, value

$ 59,000

$ 600,000

Restricted Stock Units (RSUs) [Member]

Class of Stock [Line Items]

Stock option granted

45,767

29,363

50,781

50,781

Stock issued during period, shares

5,873

Stock issued during period, value

$ 35,000

Stock option, description

The restricted stock units were to vest over a five-year period as follows: 20% of the 50,781 restricted stock units were to vest on the one-year anniversary of the grant date, and the remaining 80% were to vest monthly over the following four years with vesting occurring on the last day of each respective month.

Market capitalization remaining percentage

20%

Stock option grant date fair value

$ 200,000

$ 200,000

Number of restricted stock units vested

95,544

Fair value

$ 300,000

Remaining unvested restricted stock units

7,962

Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Tranche One [Member]

Class of Stock [Line Items]

Stock option granted

45,767

Market capitalization remaining percentage

20%

20%

Restricted Stock Units (RSUs) One [Member]

Class of Stock [Line Items]

Market cap vesting thresholds, value

$ 50,000,000

100,000,000

Restricted Stock Units (RSUs) Two [Member]

Class of Stock [Line Items]

Market cap vesting thresholds, value

100,000,000

150,000,000

Restricted Stock Units (RSUs) Three [Member]

Class of Stock [Line Items]

Market cap vesting thresholds, value

150,000,000

200,000,000

Restricted Stock Units (RSUs) Four [Member]

Class of Stock [Line Items]

Market cap vesting thresholds, value

$ 300,000,000

$ 400,000,000

Charles B Lee and Carol Van Cleef [Member]

Class of Stock [Line Items]

Stock option granted

35,000

Exercise price

$ 10.30

Non Executive Employees [Member] | 2021 Equity Incentive Plan [Member]

Class of Stock [Line Items]

Exercise price

$ 1.51

$ 1.51

Number of share options granted

50,000

Board of Directors [Member] | 2021 Equity Incentive Plan [Member]

Class of Stock [Line Items]

Restricted stock unit grants

275,000

Two Non Employee [Member] | Restricted Stock Units (RSUs) [Member]

Class of Stock [Line Items]

Stock option granted

15,000

Stock issued during period, shares

15,000

Stock issued during period, value

$ 200,000

Share based compensation arrangements vesting date

Sep. 14, 2021

Chief Executive Officer [Member]

Class of Stock [Line Items]

Restricted stock unit grants

694,444

Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member]

Class of Stock [Line Items]

Number of restricted stock units vested

95,544

Chief Technology Officer [Member]

Class of Stock [Line Items]

Restricted stock unit grants

160,184

Chief Technology Officer [Member] | Restricted Stock Units (RSUs) [Member]

Class of Stock [Line Items]

Market capitalization remaining percentage

20%

Chief Technology Officer [Member] | Restricted Stock Units [Member]

Class of Stock [Line Items]

Market capitalization remaining percentage

80%

Non Employee [Member] | Restricted Stock Units (RSUs) [Member]

Class of Stock [Line Items]

Stock option granted

7,962

Stock issued during period, value

$ 12,000

Common Stock [Member]

Class of Stock [Line Items]

Number of common stock issued

321,738

Stock issued during period value new issues

$ 322

Stock issued for conversion of shares

19,609

Number of restricted stock units vested

406,601

342,796

Fair value

$ 407

$ 342

Equity Line Of Credit Purchase Agreement Four Registration [Member]

Class of Stock [Line Items]

Number of common stock issued

400,000

Stock issued during period value new issues

$ 3,015,000

Equity Line Of Credit Purchase Agreement Fourth Registration [Member]

Class of Stock [Line Items]

Number of common stock issued

321,738

Equity Line Of Credit Purchase Agreement Fourth Registration [Member] | Pro-rata Commitment Shares [Member]

Class of Stock [Line Items]

Number of common stock issued

17,590

Securities Purchase Agreement [Member]

Class of Stock [Line Items]

Number of common stock issued

950,000

950,000

Shares issued, price per share

$ 10

Warrants issued

712,500

Gross proceeds from issuance of common stock

$ 9,500,000

Proceeds from issuance of private placement

$ 8,900,000

$ 9,500,000

Percentage of gross proceeds of offerings

7%

Legal Fees

$ 40,000

Securities Purchase Agreement [Member] | Investors [Member] | Minimum [Member]

Class of Stock [Line Items]

Percentage of gross proceeds of offerings

3.50%

Securities Purchase Agreement [Member] | Warrant [Member]

Class of Stock [Line Items]

Warrants issued

712,500

Class of warrant or right, exercise price of warrants or rights

$ 11.50

At-the-Market Offering Agreement [Member]

Class of Stock [Line Items]

Shares issued, price per share

$ 5.29

$ 6.38

$ 5.29

$ 6.38

Gross proceeds from issuance of common stock

$ 11,487,000

$ 2,979,000

Sale of stock, number of shares issued in transaction

2,172,336

466,791

Proceeds from issuance initial public offering, net

$ 11,126,000

$ 2,832,000

At-the-Market Offering Agreement [Member] | H.C. Wainwright and Co., LLC [Member]

Class of Stock [Line Items]

Percentage of gross proceeds of offerings

3%

Series C-2 Preferred Stock [Member]

Class of Stock [Line Items]

Preferred stock, shares authorized

20,000,000

20,000,000

Preferred stock, par value

$ 0.001

$ 0.001

Series C-2 Convertible Preferred Stock [Member]

Class of Stock [Line Items]

Number of common stock issued

110,000

Stock issued during period value new issues

$ 1,100,000

Shares issued, price per share

$ 10

Share-based compensation

$ 179,277

Redeemed price value, percentage

107%

Conversion price

$ 1.70

Beneficial conversion amount

$ 129,412

Amortization of beneficial conversion feature

$ 45,541

Preferred stock, convertible terms

If at any time after the Initial Issuance Date, the Company raises capital equal to or in excess of $5 million by issuing Common Stock or Common Stock Equivalents then the Anti-Dilution Amount per share of Series C-2 shall be the product of: (i) 0.0000004, and (ii) the aggregate amount of all capital raised by the Company after the Initial Issuance Date (the “Capital Raised”). Provided; further, for the determination of the Anti-Dilution Amount, the amount of Capital Raised shall be limited to $13 million, regardless of how much capital the Company raises. In the event capital is raised simultaneous with a listing on a national securities exchange and the automatic conversion of the Series C-2 then such funds shall be included in the Capital Raised for the purpose of determining the Anti-Dilution Amount. As of September 30, 2021, over $13 million of capital was raised and the adjustment to the Conversion Amount was fully triggered. The Company recognized the effect of the down-round protection when capital raises occur as the difference between: (1) the financial instrument’s fair value (without the down round feature) using the pre-trigger exercise price, and (2) the financial instrument’s fair value (without the down round feature) using the reduced exercise price. The value of the effect of the down round feature of $5,020,883 was treated as a dividend and a reduction to income available to common shareholders in the basic EPS calculation.

Conversion of stock

4,011,766

Series C-2 Convertible Common Stock [Member]

Class of Stock [Line Items]

Stock issued for conversion of shares

4,011,766

Series C Warrants [Member] | Cavalry Fund I LP [Member]

Class of Stock [Line Items]

Warrants issued

200,000

Payment of exercise amount

$ 400,000

Series C1 Convertible Preferred Shares [Member]

Class of Stock [Line Items]

Stock issued for conversion of shares

29,414

Schedule of Annual Performance

Schedule of Annual Performance Layout (Details)	12 Months Ended
	Dec. 31, 2022 USD ($)
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Total Performance Bonuses Earned	$ 278,498
Charles Allen [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Total Performance Bonuses Earned	104,987
Michal Handerhan [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Total Performance Bonuses Earned	82,500
Micheal Prevozink [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Total Performance Bonuses Earned	45,000
Manish Paranjape [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Total Performance Bonuses Earned	$ 46,011

Executive Compensation (Details

Executive Compensation (Details Narrative)

12 Months Ended

Dec. 09, 2022 USD ($)

Feb. 22, 2022 USD ($)

Jan. 02, 2022 shares

Dec. 01, 2021 USD ($)

Feb. 06, 2019 USD ($)

Jun. 22, 2017 USD ($)

Dec. 31, 2022 USD ($)

Dec. 31, 2021 USD ($)

Jun. 24, 2022 USD ($)

Jun. 01, 2022 USD ($)

May 12, 2022

Jan. 19, 2022 USD ($)

Annual performance payout

$ 278,498

$ 3,313,638

$ 15,583,258

Annual Cash Incentive Plan [Member] | Minimum [Member]

Percentage of performance bonus on base salary

0.48

Annual Cash Incentive Plan [Member] | Maximum [Member]

Percentage of performance bonus on base salary

1.07

Charles Allen [Member] | Allen Employment Agreement [Member]

Employment agreement term

2 years

Annual salary

$ 345,000

$ 245,000

$ 393,702

Compensation

500

Annual salary

$ 25,000

Charles Allen [Member] | Allen Employment Agreement [Member] | Office Space [Member]

Compensation

500

Michal Handerhan [Member] | Allen Employment Agreement [Member]

Compensation percentage

4.50%

Michal Handerhan [Member] | Handerhan Employment Agreement [Member]

Annual salary

$ 215,000

190,000

$ 275,000

Compensation

500

Compensation percentage

4.50%

Annual salary

$ 25,000

Diluted capital stock percentage

25%

Michal Handerhan [Member] | Handerhan Employment Agreement [Member] | Office Space [Member]

Compensation

$ 500

Michael Prevoznik [Member] | Prevoznik Employment Agreement [Member]

Annual salary

$ 175,000

$ 225,000

Compensation

500

Michael Prevoznik [Member] | Prevoznik Employment Agreement [Member] | Office Space [Member]

Compensation

$ 500

Prevoznik Employment Agreement [Member] | Handerhan Employment Agreement [Member]

Compensation percentage

4.50%

Manish Paranjape [Member] | Manish Paranjape Employment Agreement [Member]

Annual salary

$ 225,000

Compensation

$ 500

Compensation percentage

4.50%

Allen Employment Agreement [Member] | Two Thousand and Twenty One Contingent Bonuses [Member] | Common Stock [Member]

Shares issued as compensation | shares

173,611

Handerhan Employment Agreement [Member] | Two Thousand and Twenty One Contingent Bonuses [Member] | Common Stock [Member]

Shares issued as compensation | shares

111,111

Schedule of Accrued Compensatio

Schedule of Accrued Compensation (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Compensation and related expenses	$ 295,935	$ 9,178
Accounts Payable	76,727	51,191
Other		1,860,177
Accrued Expenses	$ 372,662	$ 1,920,547

Accrued Compensation (Details N

Accrued Compensation (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued bonuses current and non current	$ 284,000	$ 284,000

Employee Benefit Plans (Details

Employee Benefit Plans (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Retirement Benefits [Abstract]
Percentage of defined comtribution plan employee	100%
Defined comtribution plan employee	$ 45,000	$ 39,000

Liquidity (Details Narrative)

Liquidity (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 2,146,783	$ 1,400,867

Schedule of Deferred Tax Assets

Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal Net-operating loss carryforward	$ 2,776,943	$ 2,287,780
State Net-operating loss carryforward	360,818
Other (Non-Qualified Stock Options)	225,794	209,797
Total Deferred Tax Assets	3,363,555	2,497,578
Valuation allowance	(3,363,555)	(2,497,578)
Deferred Tax Asset, Net of Allowance

Schedule of Income Tax Rate (De

Schedule of Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	(21.00%)	(21.00%)
State taxes, net of federal tax benefit	(6.72%)	(6.50%)
Federal tax rate change	0%	0%
Other	27.72%	27.50%
Change in valuation allowance	(0.00%)	(0.00%)
Income taxes provision (benefit)

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Income tax expense	$ 0	$ 0
Operating loss carry forwards expiration years	expire in 2034
Income tax reconciliation description	The 20-year carryforward period has been replaced with an indefinite carryforward period for these NOLs generated in tax years beginning after December 31, 2017 and future years
Deferred tax assets, valuation allowance increased amount	$ 900,000
Tax Year 2014 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforward	$ 1,290,156
Expiration beginning date	Dec. 31, 2034
Tax Year 2015 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforward	$ 1,545,343
Expiration beginning date	Dec. 31, 2035
Tax Year 2016 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforward	$ 794,762
Expiration beginning date	Dec. 31, 2036
Tax Year 2017 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforward	$ 1,084,564
Expiration beginning date	Dec. 31, 2037
Tax Year 2018 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforward	$ 8,508,712
Federal Tax [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carry forwards for federal and state tax	$ 18,600,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)			3 Months Ended		12 Months Ended
	Jan. 19, 2023	Jan. 01, 2023	Mar. 31, 2023	Mar. 28, 2023	Dec. 31, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Net proceeds from common stock						$ 3,014,005
At-the-Market Offering Agreement [Member]
Subsequent Event [Line Items]
Number of common shares sold					2,172,336	466,791
Shares issued, price per share					$ 5.29	$ 6.38
Subsequent Event [Member]
Subsequent Event [Line Items]
Committee fee	$ 25,000
Subsequent Event [Member] | Audit Committee Chair Fee [Member]
Subsequent Event [Line Items]
Committee fee	5,000
Subsequent Event [Member] | Compensation Committee Chair [Member]
Subsequent Event [Line Items]
Committee fee	5,000
Subsequent Event [Member] | Governance and Nominating Committee [Member]
Subsequent Event [Line Items]
Committee fee	5,000
Subsequent Event [Member] | Non Executive Employees [Member] | Restricted Stock [Member]
Subsequent Event [Line Items]
Grants approved		25,000
Subsequent Event [Member] | Board of Directors [Member]
Subsequent Event [Line Items]
Issuance of stock			$ 12,500
Subsequent Event [Member] | Board of Directors [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Issuance of stock	$ 50,000
Subsequent Event [Member] | At-the-Market Offering Agreement [Member]
Subsequent Event [Line Items]
Number of common shares sold				295,306
Gross proceeds from issuance of common stock			$ 520,000
Shares issued, price per share				$ 1.76
Net proceeds from common stock				$ 501,000