Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our unaudited condensed financial statements and the related notes included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in our Annual Report on Form 10-K for the year ended December 31, 2025 and elsewhere in this report.

Overview

BTCS Labs Inc. is an early-stage Nevada public benefit corporation focused on promoting and advancing decentralized finance and blockchain ecosystems. Since inception, our activities have been limited primarily to organizational matters, capital formation, public company reporting, and planning our business strategy. We have not yet commenced planned principal operations or generated revenues. As such, investment in the Company involves a high degree of risk.

Results of Operations

Three and Nine Months Ended September 30, 2026

The Company recorded a net loss of approximately $6,898 for the three months ended September 30, 2026, compared with a net loss of approximately $6,467 for the three months ended September 30, 2025. The net loss for the current period consisted of general and administrative expenses of approximately $6,640, including accounting, filing-related and office costs associated with operating as a public reporting company, and interest expense of approximately $258 on the related party note described in Note 5 to the unaudited condensed financial statements.

For the nine months ended September 30, 2026, the Company recorded a net loss of approximately $19,769, compared with a net loss of approximately $6,467 for the nine months ended September 30, 2025. The net loss for the year-to-date period consisted of general and administrative expenses of approximately $19,511, including legal, accounting and filing-related costs associated with operating as a public reporting company, and interest expense of approximately $258 on the related party note.

The net loss for each of the three and nine months ended September 30, 2025 consisted of general and administrative expenses of approximately $6,467, principally accounting fees, fees for the amendment of the Company's articles of incorporation and bank charges, all of which were incurred in September 2025 in connection with the Company's initial capitalization and the preparation of its registration statement on Form 10. The Company had no operating activity during the first six months of 2025.

Liquidity and Capital Resources

As of September 30, 2026, we had cash and cash equivalents of approximately $19,081, compared with approximately $13,592 as of December 31, 2025. As of September 30, 2026, we also had total liabilities of approximately $25,258, consisting of the $25,000 principal amount of, and approximately $258 of accrued interest on, the related party note described in Note 5 to the unaudited condensed financial statements, and a stockholders' deficit of approximately $6,177. Net cash used in operating activities for the nine months ended September 30, 2026 was approximately $19,511, consisting of our net loss of approximately $19,769 less non-cash accrued interest of approximately $258. Net cash provided by financing activities for the nine months ended September 30, 2026 was $25,000, representing the proceeds of the related party note. For the nine months ended September 30, 2025, net cash used in operating activities was approximately $6,467 and net cash provided by financing activities was approximately $48,406, consisting of $50,000 of proceeds from the sale of common stock in September 2025, net of the $1,594 paid to repurchase the 100 shares originally issued to BTCS Inc.

Our historical funding has come from the issuance of common stock in September 2025 and from the $25,000 unsecured promissory note issued to our Chief Executive Officer in July 2026, which bears interest at 6% per annum and matures on the earlier of December 31, 2030 or the date on which the individuals who constituted our Board on the date of the note cease to constitute a majority of the Board. We expect to require additional capital to fund our operations, including personnel, technology development, compliance, and other expenses necessary to execute our strategy. We intend to seek such funding through equity and/or debt financings.

Based on its current cash balance and expected level of expenditures, the Company believes its existing cash resources will be sufficient to fund operations only for a limited period of time. The Company's continuation as a going concern is dependent upon its ability to raise additional capital and successfully execute its business plan. There can be no assurance that the Company will be able to obtain such financing on acceptable terms, or at all.

Plan of Operations

Over the next 12 months, our plan is to continue developing and testing initial blockchain infrastructure services and solutions, explore potential partnerships with Layer 2 networks, blockchain foundations, and decentralized autonomous organizations, recruit additional executives and employees to build operational capacity, and raise additional capital to support both revenue-generating activities and public-benefit initiatives. If we are unable to raise sufficient funds, we may be forced to delay or scale back our planned operations.

Going Concern

As discussed in Note 6 to the unaudited condensed financial statements, our limited cash resources, lack of revenues, recurring losses and stockholders' deficit raise substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued. Our ability to continue operations depends on our ability to obtain additional financing and execute our business plan.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, as defined by Item 303 of Regulation S-K, that have had or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Contractual Obligations

As of September 30, 2026, our only material contractual obligation was the $25,000 unsecured promissory note payable to our Chief Executive Officer, together with accrued interest, which matures on the earlier of December 31, 2030 or the date on which the individuals who constituted our Board on the date of the note cease to constitute a majority of the Board, as described in Note 5 to the unaudited condensed financial statements. We did not have any other material contractual obligations, commitments, or contingencies, other than obligations arising in the ordinary course of business.

Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses, as well as related disclosures.

Due to the Company's limited operations to date, management's use of estimates has been minimal and primarily relates to the recognition and classification of expenses. The Company does not currently have any critical accounting estimates that require significant judgment or that could materially impact its financial condition or results of operations.

As the Company's operations expand, management expects that the use of estimates and judgments will increase.