UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended March 31, 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 April 28, 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

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

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 Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

The Company recorded a net loss of approximately $6,590 for the three months ended March 31, 2026, compared to $0 for the three months ended March 31, 2025. The net loss during the current period consisted primarily of general and administrative expenses, including legal, accounting, and filing-related costs associated with operating as a public reporting company.

The Company did not incur operating expenses during the comparable prior-year period, as its activities at that time were limited and minimal.

Liquidity and Capital Resources

As of March 31, 2026, we had cash and cash equivalents of approximately $7,000, compared with approximately $13,592 as of December 31, 2025. Net cash used in operating activities for the three months ended March 31, 2026 was approximately $6,590, consisting primarily of our net loss. We had no financing cash flows during the quarter.

Our historical funding has come from the issuance of common stock in September 2025. 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 5 to the unaudited condensed financial statements, our limited cash resources, lack of revenues, and recurring losses 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 March 31, 2026, we did not have any 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 March 31, 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 March 31, 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 March 31, 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

None.

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