BTCS Labs Inc. 发布 2026 年第三季度财报

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended September 30, 2026

or

For the transition period from ________________ to____________.

Commission file number: 000-56785

Registrant’s telephone number, including area code 610-422-9477

Securities registered under Section 12(g) of the Exchange Act:

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒      No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒      No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐      No ☒

As of October 23, 2026, there were 500,000 shares of Common Stock, par value $0.001, issued and outstanding.

BTCS LABS INC.

TABLE OF CONTENTS

BTCS LABS INC.

As used in this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” the “Company,” and “Labs” mean BTCS Labs Inc., unless otherwise indicated.

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

BTCS Labs Inc.

BALANCE SHEETS

See accompanying notes to these unaudited condensed financial statements.

BTCS Labs Inc.

STATEMENTS OF OPERATIONS

(Unaudited)

See accompanying notes to these unaudited condensed financial statements.

BTCS Labs Inc.

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

See accompanying notes to these unaudited condensed financial statements.

BTCS Labs Inc.

STATEMENTS OF CASH FLOWS

(Unaudited)

See accompanying notes to these unaudited condensed financial statements.

BTCS Labs Inc.

Notes to Unaudited Condensed Financial Statements

Note 1 – Organization and Nature of Operations

BTCS Labs Inc. (“Labs,” “BTCS Labs,” or the “Company”) is a Nevada public benefit corporation incorporated on December 24, 2024. On September 19, 2025, the Company amended its Articles of Incorporation to convert from a for-profit corporation into a public benefit corporation. The Company’s mission is to promote and advance decentralized finance (“DeFi”) and blockchain ecosystems in alignment with its specific public benefit purpose and chartered obligations as a Nevada public benefit corporation. Since inception, the Company’s activities have been limited primarily to organizational matters, capital formation, public company reporting, and planning its business strategy. The Company has not yet commenced planned principal operations or generated revenues.

Note 2 – Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions to Form 10-Q, and the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position as of September 30, 2026 and its results of operations, cash flows, and changes in stockholders’ equity (deficit) for the periods presented. Interim results are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Note 3 – Summary of Significant Accounting Policies

There have been no material changes in the Company’s significant accounting policies from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses, and related disclosures. Actual results could differ from those estimates. Given the Company’s limited operations to date, management’s use of estimates is minimal and primarily relates to the recognition and classification of expenses.

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) and determined that there are no new standards that are expected to have a material impact on its financial statements.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. At September 30, 2026 and December 31, 2025, cash and cash equivalents were approximately $19,081 and $13,592, respectively. All cash was held in checking accounts.

Income Taxes

The Company has incurred losses since inception and accordingly has recorded no provision for income taxes. Deferred tax assets resulting from net operating losses have been fully offset by a valuation allowance as realization of such assets is uncertain.

Net Loss Per Share

Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share equals basic net loss per share because the Company had no potentially dilutive securities outstanding during the periods presented.

Note 4 – Stockholders’ Equity

The Company is authorized to issue 2,000,000,000 shares of common stock, par value $0.001 per share, and 100,000,000 shares of preferred stock, par value $0.001 per share. No preferred stock was issued or outstanding as of September 30, 2026 or December 31, 2025.

At inception on December 24, 2024, BTCS Inc., the Company’s former parent company, paid approximately $1,594 of formation costs on behalf of the Company in exchange for 100 shares of the Company’s common stock. On September 24, 2025, the Company repurchased and retired those 100 shares in exchange for reimbursement of the formation costs. In September 2025, the Company issued 100,000 shares of common stock to Charles Allen for $10,000 and 400,000 shares of common stock to BTCS Equity Partners LLC for $40,000.

There were no equity issuances or repurchases during the nine months ended September 30, 2026. As of September 30, 2026 and December 31, 2025, 500,000 shares of common stock were issued and outstanding.

Note 5 – Note Payable – Related Party

On July 29, 2026, the Company issued an unsecured promissory note (the “Note”) in the principal amount of $25,000 to Charles Allen, the Company’s Chief Executive Officer, Chief Financial Officer and a member of its board of directors (the “Board”), in exchange for a cash advance of $25,000. The Note bears interest at 6% per annum, computed on the basis of a 360-day year and compounded annually on December 31 of each year, with all accrued and unpaid interest as of each such date added to and thereafter treated as principal. Principal and accrued interest are due and payable on the maturity date, which is the earlier of (i) December 31, 2030 and (ii) the date on which the individuals who constituted the Company’s Board on the date of the Note cease to constitute a majority of the Board. The Note may be prepaid in whole or in part at any time without penalty. If an event of default occurs and continues for five days, the Note bears interest at 15% per annum. The Note is not convertible into any equity securities of the Company.

As of September 30, 2026, the outstanding principal balance of the Note was $25,000 and accrued interest was approximately $258, both of which are presented as long-term liabilities because no amounts are payable within twelve months of the balance sheet date. The Company recognized interest expense of approximately $258 on the Note for each of the three and nine months ended September 30, 2026. No interest or principal was paid during the period.

The Note was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 29, 2026.

Note 6 – Going Concern

The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the normal course of business. The Company has not yet generated revenues and has incurred recurring losses since inception, including a net loss of approximately $19,769 for the nine months ended September 30, 2026. As of September 30, 2026, the Company had cash and cash equivalents of approximately $19,081 and a stockholders’ deficit of approximately $6,177.

The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital to fund operations and ultimately achieve profitable operations. During the nine months ended September 30, 2026, the Company funded its operations primarily with the proceeds of the $25,000 related party note described in Note 5. Management intends to seek additional financing through equity and/or debt offerings; however, there can be no assurance that such financing will be available on acceptable terms, or at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued.

The accompanying unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 7 – Subsequent Events

Management has evaluated subsequent events through the date the financial statements were available to be issued and determined that no subsequent events requiring disclosure have occurred.

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

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our 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.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide the information called for by this item.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of September 30, 2026, the Company’s sole officer, who serves as its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Given our size, early stage of development, and limited personnel, management concluded that our disclosure controls and procedures were not effective as of September 30, 2026 because the Company has not yet implemented formal processes or segregation of duties. Specifically, the Company lacks adequate segregation of duties, formalized review procedures, and independent oversight of financial reporting processes.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

None.

ITEM 1A. Risk Factors

Not applicable to smaller reporting companies.

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

None.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

During the three months ended September 30, 2026, none of our directors or officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

ITEM 6. Exhibits

The exhibits listed in the accompanying Exhibit Index are filed or furnished as part of this Quarterly Report on Form 10-Q.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EXHIBIT INDEX