BTCS Inc.
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 13, 2025
BTCS$0.93+6.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-13.
0001641172-25-023517
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001493152-25-022359
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 107 previous paragraphs and 135 current paragraphs.
51 unchanged; 35 reworded; 48 added; 21 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 14 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (48)
Current report
Under this model, BTCS combines revenue generation from its blockchain operations, NodeOps (staking), Builder+ (block building), and Imperium (DeFi), with complementary capital-formation activities, including At-The-Market (“ATM”) equity offerings, structured convertible debt, and on-chain borrowings through DeFi protocols. This integrated approach is designed to allow BTCS to reinvest capital efficiently across its operating infrastructure with a goal of accelerating ETH-based revenue growth, enhancing ETH-per-share metrics, and minimizing shareholder dilution. Through this strategy, BTCS provides leveraged exposure to Ethereum (ETH) by combining scalable revenue generation with a structured ETH accumulation model.
Current report
Blockchain Operations: NodeOps (staking), Builder+ (block building), and Imperium (DeFi)
Current report
NodeOps
Current report
Builder+
Current report
BTCS’s proprietary block builder, Builder+, constructs and submits optimized blocks to blockchain networks that have implemented a Proposer-Builder Separation (“PBS”) framework, including Ethereum and Binance Smart Chain (“BSC”). On these networks, Builder+ leverages algorithmic transaction-bundling, pricing, and block-optimization strategies to compete in decentralized block-space marketplaces and capture native-token-denominated execution-layer fees and maximal extractable value (“MEV”) rewards.
Current report
On Ethereum, Builder+ engages in the competitive block-building process by constructing bundles of transactions drawn from both the public mempool and private order flow. Revenues are generated primarily from transaction fees, priority tips, and MEV opportunities embedded within successfully proposed and finalized blocks.
Current report
On BSC, Builder+ participates in a similar block-construction process, earning BNB-denominated transaction and searcher-tip rewards when its proposed blocks are selected and finalized by validators. The BSC deployment leverages the same underlying Builder+ technology stack, enabling efficient cross-network scalability and diversification of transaction-fee revenue beyond the Ethereum ecosystem.
Current report
Builder+ represents a core driver of BTCS’s growth strategy and demonstrates the scalability of its infrastructure technology across multiple EVM-compatible blockchains. Its ability to operate across both Ethereum’s and BSC’s block markets underscores BTCS’s focus on expanding its on-chain presence while maintaining an ETH-centric treasury strategy.
Current report
Imperium:
Current report
Launched in 2025, Imperium extends BTCS’s on-chain operations into DeFi. Through Imperium, the Company participates as a liquidity provider in decentralized lending markets, primarily Aave, where it supplies ETH and other digital assets to earn token-denominated protocol rewards directly from smart contracts. This DeFi participation model is designed to allow BTCS to deploy its ETH treasury productively, compounding revenue generation through decentralized lending while maintaining full on-chain transparency and control over assets. Imperium complements NodeOps and Builder+ by integrating DeFi reward generation into BTCS’s broader Ethereum-focused operating ecosystem.
Current report
Crypto assets earned from DeFi activities through Imperium
Current report
Revenue from DeFi activities through Imperium
Current report
These higher costs were partially offset by efficiencies realized within our validating infrastructure, including lower hosting fees and reduced reliance on third-party service providers. Gross profit improved year-over-year as higher revenue from NodeOps and Imperium activities, combined with the scaling of Builder+, outpaced the growth in related costs.
Current report
We expect cost of revenues to continue to rise in line with the scaling of Builder+ and DeFi operations. Gross margins may fluctuate depending on the level of Validator Payments required to secure block inclusion and on broader crypto market conditions that influence block reward values.
Current report
Professional fees
Current report
Professional fees increased for both the 2025 Quarter and 2025 Period compared to the corresponding 2024 periods, primarily due to higher legal and accounting costs associated with the Company’s new Form S-3 registration statement and the expansion of its at-the-market (“ATM”) program during the 2025 Quarter. The increase also reflects higher investor relations expenses, including campaign initiatives and related consulting services.
Current report
We expect professional fees to decrease in future quarters, as the corporate activities related to the S-3 filing and ATM program are non-recurring. Investor relations expenses may continue to fluctuate based on timing, opportunities, and the scope of shareholder engagement initiatives.
Current report
General and administrative expenses increased during the 2025 Quarter and 2025 Period compared to the corresponding 2024 periods, primarily due to higher payments for order flow incurred in connection with supporting the Company’s expanding Builder+ block-building activities, as well as SEC filing fees associated with the filing of the new Form S-3 registration statement. These increases were partially offset by continued discipline in overall administrative spending.
Current report
We expect general and administrative expenses to fluctuate based on operational growth, regulatory filing activity, and the level of block-building and order flow support required as operations continue to scale.
Current report
Research and development expenses decreased for the 2025 Quarter compared to the 2024 Quarter, primarily due to lower third-party development costs, but increased slightly on a year-to-date basis as investment continued in Builder+ and Imperium system enhancements. R&D efforts remained focused on improving block-building efficiency, expanding multi-chain capabilities, and advancing smart-contract automation within Builder+. We expect R&D spending to increase as technical improvements to block-building strategies and DeFi integrations continue.
Current report
Compensation and related expenses decreased during the 2025 Quarter and 2025 Period compared to the corresponding 2024 periods, primarily due to the timing of performance-based bonus accruals and a reduction in stock-based compensation expense resulting from the forfeiture of unvested restricted stock following certain executive transitions earlier in the year. On a year-to-date basis, compensation expenses remained relatively consistent, reflecting continued salary and benefits costs associated with core personnel and estimated accruals for performance-based incentives.
Current report
The Company continues to utilize equity-based compensation as a key component of its total rewards strategy to align employee incentives with long-term shareholder value. We expect total compensation costs to fluctuate based on headcount changes, the timing of performance-based accruals, and the issuance or forfeiture of equity awards.
Current report
Realized losses on crypto asset transactions increased substantially compared to the prior-year periods, primarily due to the sale of non-core, non-ETH crypto assets that had previously carried unrealized losses. These transactions were executed as part of a broader effort to simplify the Company’s asset portfolio and reallocate resources toward core staking and block-building operations. Future realized gains or losses will depend on the timing and market conditions of any additional crypto asset sales.
Current report
Loss on Extinguishment of Debt
Current report
The Company recorded a loss on extinguishment of debt during the 2025 Quarter related to on-chain debt swaps executed through decentralized finance (DeFi) lending protocols. Future gains or losses from such transactions may vary depending on the timing and structure of debt refinancings or restructurings undertaken within DeFi platforms.
Current report
Overall Expense Trend
Current report
Total operating expenses increased year-over-year, reflecting ongoing investment in infrastructure, personnel, and public company operations to support the scaling of Builder+, Imperium, and NodeOps. The Company remains focused on maintaining disciplined expense management while continuing to allocate resources toward strategic growth and technology development initiatives.
Current report
We expect interest expense to rise in future periods as a result of ongoing utilization of DeFi borrowings and the full-term amortization of outstanding convertible notes.
Current report
The Company recognized significant unrealized appreciation in the fair value of its crypto asset holdings during the 2025 Quarter and 2025 Period, compared to unrealized depreciation in the corresponding 2024 periods. The change was primarily driven by the overall recovery in crypto market valuations, particularly for Ethereum and other assets held by the Company at period-end. These fluctuations reflect the inherent volatility of crypto asset prices, which may continue to materially affect the reported fair value of digital assets in future periods.
Current report
The Company recognized a non-cash loss resulting from the change in the fair value of warrant liabilities during the 2025 Quarter and 2025 Period, compared to a gain in the corresponding 2024 periods. The change was primarily attributable to movements in the Company’s stock price and related volatility during the period. Because these warrant liabilities are remeasured at fair value each reporting date, future gains or losses will depend on changes in the Company’s share price and other valuation inputs.
Current report
Overall Impact
Current report
Total other income (net) increased substantially compared to the prior-year periods, driven primarily by unrealized gains on crypto assets, which offset higher interest expense and non-cash losses related to warrant remeasurement. These items contributed significantly to the Company’s profitability for the 2025 Quarter and 2025 Period.
Current report
For the 2025 Period, the Company reported net income of approximately $52,202,000, compared to a net loss of approximately $3,511,000 in the 2024 Period. The year-to-date improvement was similarly driven by unrealized gains on crypto assets, partially offset by higher realized losses on crypto asset sales, increased professional and administrative costs, and interest expense associated with convertible note issuances and decentralized borrowing activities.
Current report
While the Company benefited from market-wide appreciation in digital asset valuations during the 2025 Quarter, net income may continue to fluctuate significantly in future periods due to volatility in crypto asset prices and related fair value adjustments. Additionally, continued investment in operations and financing activities may contribute to further variability in quarterly results.
Current report
Share Repurchase Program
Current report
On September 4, 2025, the Board authorized a share repurchase program permitting the Company to repurchase up to $50 million of its common stock over a three-year period. Repurchases may be made from time to time in the open market, in privately negotiated transactions, or otherwise, in compliance with Rule 10b-18 under the Securities Exchange Act of 1934 and applicable state law. We have engaged H.C. Wainwright & Co., LLC as the sole broker to implement the program. The program does not obligate the Company to repurchase any specific number of shares and may be modified, suspended, or discontinued at any time.
Current report
From September 14, 2021 through November 10, 2025, the Company repurchased and retired 888,677 shares of our common stock for an aggregate purchase price of approximately $4,000,000. The repurchases were funded from available cash on hand and are presented as a financing cash outflow in our statement of cash flows. All repurchased shares were immediately retired and are no longer considered issued or outstanding. As of November 10, 2025, approximately $46,000,000 remained available for repurchases under the authorization.
Current report
The Company expect that any future repurchases will be subject to our liquidity position, prevailing market conditions, and other capital allocation priorities, including funding of operations and strategic initiatives.
Current report
DeFi Borrowing
Current report
Convertible Notes Payable
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Removed paragraphs (21)
Previous report
Blockchain Infrastructure: NodeOps (staking) and Builder+ (block building)
Previous report
*Builder+:*BTCS’s proprietary block builder, Builder+, constructs and submits optimized blocks to Ethereum’s blockchain. By leveraging algorithmic strategies, Builder+ competes in the decentralized block space marketplace to capture ETH-denominated transaction fees. It is designed for scalable revenue generation, and its architecture allows for efficient deployment across select EVM-compatible ecosystems, such as Binance Smart Chain (“BSC”). This enables BTCS to expand its infrastructure footprint and generate additional revenue while maintaining a core focus on ETH accumulation. Builder+ is a central driver of BTCS’s growth strategy, reflecting the Company’s emphasis on scalable and efficient revenue generation.
Previous report
For the 2025 Period, revenue increased to approximately $4,461,000 from approximately $1,013,000 in the 2024 Period, driven by the same factors described above.
Previous report
These costs are partially offset by the efficiencies realized in our blockchain infrastructure validating operating costs, including streamlining of infrastructure hosting fees and reduction of services provided by vendors.
Previous report
As we continue to expand block-building operations and increase block production, we expect cost of revenues to rise correspondingly. During the 2025 Quarter, we incurred negative gross margins, as the losses from Builder+ activities outweighed the positive gross margins from our high-margin NodeOps operations. Costs may grow at a greater rate than revenue, particularly in periods of aggressive expansion, which could further pressure gross margins.
Previous report
General and administrative expenses increased during the 2025 Quarter and 2025 Period compared to the corresponding periods in 2024. The increase was primarily attributable to higher payments for order flow associated with supporting block-building activities, expanded investor relations services, and higher accounting fees, including increases in audit fees.
Previous report
The growth in general and administrative expenses reflects the Company’s ongoing investment in operational infrastructure to support Builder+ activities and broader public company compliance efforts. We expect general and administrative expenses to fluctuate based on business needs, with potential increases in audit fees as well as order flow costs as operations continue to scale.
Previous report
Research and development expenses increased during the 2025 Quarter and 2025 Period compared to the prior-year periods, primarily due to continued investment in Builder+ strategies and development. The primary focus of research and development activities remained centered on enhancing Builder+ operations, including the commencement of block building on Binance Smart Chain (BSC) during the 2025 Quarter. We expect research and development costs to remain consistent or moderately increase in future periods, with an emphasis on disciplined cost management, particularly for third-party development services.
Previous report
Compensation and related expenses decreased during the 2025 Quarter but increased during the 2025 Period compared to the prior-year periods. The decrease in the Quarter was primarily attributable to timing differences in performance-based bonus accruals, while the increase in the Period reflects the addition of employee headcount and accruals for estimated performance-based bonuses tied to operational and financial milestones. The Company continues to rely on non-cash equity-based compensation as a core element of its overall compensation strategy, and we expect total compensation costs to increase in future periods as additional personnel are added and as further accruals for performance-based incentives are recognized.
Previous report
Realized losses on crypto asset transactions during the 2025 Quarter and 2025 Period were primarily driven by the sale of non-ETH crypto asset holdings, which the Company had held with long-standing unrealized losses that were recognized upon sale. These transactions reflect the Company’s strategic exit from its non-core related operations and holdings. Additional realized gains or losses may be recognized in future periods based on the timing and pricing of crypto asset sales to support operational or liquidity needs.
Previous report
Interest Income
Previous report
Other income (expense) for the 2025 Quarter and 2025 Period was primarily impacted by changes in the fair value of the Company’s crypto assets and warrant liabilities.
Previous report
Interest income earned on ETH deposited as collateral on the Aave DeFi lending protocol was a new source of other income during the 2025 Quarter. While the impact of interest income was not significant for the 2025 Quarter, we anticipate it to increase in future periods as we increase the amount of ETH deposited as collateral in connection with our planned expanded leverage on DeFi protocol lending.
Previous report
We expect interest expense to increase significantly in future periods as we continue to utilize decentralized borrowings through platforms such as Aave, and as a result of the issuance of an additional $10,000,000 convertible note in July 2025 with terms similar to the May 2025 note.
Previous report
The recognition of unrealized depreciation of crypto assets during the 2025 Period, compared to unrealized appreciation during the 2024 Period, contributed significantly to the year-over-year change. These fluctuations reflect movements in the fair market value of the Company’s crypto asset holdings, which are directly influenced by the volatility of crypto markets. Market volatility remains difficult to predict and can materially affect the value of assets reported on our balance sheet and the related effects on our results of operations.
Previous report
Additionally, the decrease in the fair value of warrant liabilities during the 2025 Period contributed to a reduction in non-cash expense. The valuation of warrant liabilities is primarily influenced by changes in the Company’s stock price as of each reporting period end, which may fluctuate based on market conditions beyond management’s control.
Previous report
Despite this quarterly gain, the Company reported a net loss of approximately $13,387,000 for the 2025 Period, compared to net income of approximately $5,529,000 in the 2024 Period. The six-month loss reflects a carryover of unrealized depreciation recorded in the first quarter of 2025, when markets experienced notable weakness. In addition, realized losses on the sale of several non-ETH crypto asset holdings contributed to the year-to-date net loss.
Previous report
Operating expenses also increased meaningfully, led by higher compensation costs, including increased performance bonus accruals tied to revenue growth and asset values, and a rise in marketing spend to support strategic growth initiatives.
Previous report
Net income (loss) may continue to fluctuate significantly due to the volatility in the crypto asset markets, impacting changes in the fair value of crypto assets during future reporting periods.
Previous report
DeFi Borrowing (Aave)
Previous report
We expect non-cash adjustments such as Validator Payments and crypto-denominated revenue to continue growing as Builder+ operations scale across Ethereum and Binance Smart Chain. However, the magnitude of these adjustments will remain sensitive to market conditions and crypto asset price fluctuations. The use of performance-based equity compensation may continue, and given the Company’s recent fundraising efforts and operational scaling, the pace of such accruals could increase in future periods.
Reworded paragraphs (35)
Previous wording
The following discussion and analysis of financial condition and results of operations should be read in conjunction with our historical financial statements and the notes to those statements that appear elsewhere in this report. Certain statements in the discussion contain forward-looking statements based upon current expectations that involve risks and uncertainties, such as plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those discussed in the Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2024. When we refer to the “2025 Quarter” and the “2024 Quarter” we are referring to the three months ended June 30, 2025 and June 30, 2024, respectively. When we refer to the “2025 Period” and the “2024 Period” we are referring to the six months ended June 30, 2025 and June 30, 2024, respectively.
Current wording
The following discussion and analysis of financial condition and results of operations should be read in conjunction with our historical financial statements and the notes to those statements that appear elsewhere in this report. Certain statements in the discussion contain forward-looking statements based upon current expectations that involve risks and uncertainties, such as plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those discussed in the Risk Factors section contained in our Annual Report on Form 10-K for the year ended December 31, 2024. When we refer to the “2025 Quarter” and the “2024 Quarter” we are referring to the three months ended September 30, 2025 and September 30, 2024, respectively. When we refer to the “2025 Period” and the “2024 Period” we are referring to the nine months ended September 30, 2025 and September 30, 2024, respectively.
Previous wording
BTCS Inc. (“BTCS” or the “Company”), short for Blockchain Technology Consensus Solutions, is a publicly traded, Ethereum-first blockchain infrastructure and digital asset treasury company committed to driving scalable revenue and ETH accumulation through its unique capital formation and blockchain infrastructure strategies, collectively referred to as the DeFi/TradFi Flywheel. By combining decentralized finance (“DeFi”) and traditional finance (“TradFi”) mechanisms with its blockchain infrastructure operations, comprising NodeOps (staking) and Builder+ (block building), BTCS provides leveraged exposure to Ethereum (ETH) by integrating scalable revenue generation with a structured, yield-focused ETH accumulation strategy.
Current wording
BTCS Inc. (“BTCS” or the “Company”), short forBlockchain Technology Consensus Solutions, is a publicly traded, Ethereum-first blockchain technology and digital asset company focused on scalable revenue generation and ETH accumulation through its integrated blockchain infrastructure and decentralized finance (DeFi) operations. The Company’s operations are built around its DeFi/TradFi Flywheel strategy, a capital-formation and reinvestment framework that seeks to connect decentralized on-chain finance (DeFi) and traditional capital markets (“TradFi”) to create a self-reinforcing cycle of growth, ETH accumulation, and shareholder value creation.
Previous wording
The DeFi/TradFi Flywheel represents a transformative extension of BTCS’s Ethereum-first strategy, combining innovative financing mechanisms from both decentralized and traditional markets to optimize capital efficiency and grow its ETH treasury. The Company’s planned capital formation approach includes At-The-Market (“ATM”) equity offerings, above market convertible debt issuance, and on-chain borrowing through DeFi protocols, such as Aave. These capital sources are strategically aligned with BTCS’s operating infrastructure, staking rewards from NodeOps, and ETH transaction fees captured through Builder+, creating a self-reinforcing flywheel designed to increase ETH per share while minimizing shareholder dilution. This approach reflects BTCS’s commitment to revenue scalability, ETH accumulation, and capital stewardship.
Current wording
The DeFi/TradFi Flywheel represents a transformative extension of BTCS’s Ethereum-first strategy, combining innovative financing mechanisms from both decentralized and traditional markets to optimize capital efficiency and grow its ETH treasury. The Company’s planned capital formation approach includes At-The-Market (“ATM”) equity offerings, above market convertible debt issuance, and on-chain borrowing through DeFi protocols. These capital sources are strategically aligned with BTCS’s operating infrastructure, staking rewards from NodeOps, and ETH transaction fees captured through Builder+, creating a self-reinforcing flywheel designed to increase ETH per share while minimizing shareholder dilution. This approach reflects BTCS’s commitment to revenue scalability, ETH accumulation, and capital stewardship.
Previous wording
*NodeOps:*BTCS operates Ethereum validator nodes through its NodeOps initiative, earning ETH-denominated staking rewards for securing the network.
Current wording
BTCS operates Ethereum validator nodes through its NodeOps initiative, earning ETH-denominated staking rewards for performing validation and consensus activities that secure the network. These activities form a core component of BTCS’s blockchain infrastructure operations, providing a recurring stream of on-chain ETH rewards that scale with the amount of staked assets, network transaction volume, and validator performance uptime.
Previous wording
BTCS has paused further development of its consumer-facing platform ChainQ. Additionally, during the six months ended June 30, 2025, BTCS completed the wind-down of staking-as-a-service and validator operations on Avalanche (AVAX), Cosmos (ATOM), Akash (AKT), and Kava (KAVA), and liquidated the majority of its alt-coin holdings, which also included Axie Infinity (AXS) and NEAR protocol (NEAR). These moves were part of a strategic focus to concentrate on Ethereum-based revenue and ETH accumulation.
Current wording
BTCS has paused further development of its consumer-facing platform ChainQ to allocate resources toward core on-chain operations and the execution of its DeFi/TradFi Flywheel strategy. Additionally, during the nine months ended September 30, 2025, BTCS completed the wind-down of staking-as-a-service and validator operations on non-Ethereum networks including Avalanche (AVAX), Cosmos (ATOM), Akash (AKT), and Kava (KAVA), and liquidated the majority of its non-Ethereum crypto asset holdings. These actions reflect the Company’s strategic commitment to focus its resources on scalable Ethereum-based operations that directly contribute to ETH accumulation and overall shareholder value.
Previous wording
Fair Market Value of Crypto Asset Rewards Earned Recognized as Revenue
Current wording
Fair Market Value of Crypto Asset Rewards Earned and Recognized as Revenue
Previous wording
Results of Operations for the Three and Six Months Ended June 30, 2025 and 2024
Current wording
Results of Operations for the Three and Nine Months Ended September 30, 2025 and 2024
Previous wording
The following tables reflect our operating results for the three and six months ended June 30, 2025 and 2024:
Current wording
The following tables reflect our operating results for the three and nine months ended September 30, 2025 and 2024:
Previous wording
Revenue for the 2025 Quarter increased to approximately $2,772,000 compared to approximately $561,000 in the 2024 Quarter. The increase was primarily attributable to the continued expansion of our Builder+ operations, which focus on block-building activities across Ethereum and Binance Smart Chain (BSC).
Current wording
Revenue for the 2025 Quarter and 2025 Period increased significantly compared to the corresponding 2024 periods, primarily due to the continued expansion of our Builder+ operations, which focus on block-building activities across the Ethereum and Binance Smart Chain (BSC) networks, and the addition of Imperium DeFi activities during the period.
Previous wording
During the 2025 Quarter, Builder+ operations contributed approximately $2,509,000 of total revenue, while our NodeOps business contributed approximately $263,000. The significant year-over-year increase in revenue reflects the continued scaling of our Builder+ operations and the commencement of Binance Smart Chain (BSC) block building, which together resulted in a substantial increase in block rewards earned during the period. Block building on BSC contributed approximately $408,000, representing approximately 16% of Builder+ revenue and 15% of overall revenue for the 2025 Quarter.
Current wording
During the 2025 Quarter, Builder+ operations accounted for approximately 77% of total revenue, NodeOps contributed approximately 15%, and Imperium DeFi revenue represented the remaining 8%. The year-over-year increase reflects the scaling of Builder+ operations and the commencement of block building on BSC, which together resulted in a substantial increase in block rewards earned during the period. Increases in NodeOps and Imperium revenues were supported by the deployment of additional crypto assets acquired through capital-raising activities during the 2025 Quarter.
Previous wording
While we anticipate continued growth in both the number of block rewards and staking rewards earned due to scaling of staked ETH, the fair value of such rewards may fluctuate due to the inherent volatility of crypto asset markets. As a result, the amount of revenue recognized in future periods may be materially impacted by market price movements of the underlying crypto assets at the time of reward receipt or recognition.
Current wording
While we anticipate continued growth across Builder+, NodeOps, and Imperium as we expand block-building, staking, and DeFi activities, the fair value of rewards may fluctuate due to the inherent volatility of crypto asset markets. Accordingly, revenue recognized in future periods may be materially affected by changes in the market prices of the underlying crypto assets at the time of reward receipt or recognition.
Previous wording
Cost of revenues increased during the 2025 Quarter and 2025 Period, primarily due to higher Validator Payments made to external parties to secure block space as part of our block-building activities under Builder+. Validator Payments totaled approximately $2,813,000 during the 2025 Quarter and approximately $4,293,000 during the 2025 Period.
Current wording
Cost of revenues increased for both the 2025 Quarter and 2025 Period compared to the corresponding 2024 periods, primarily due to higher Validator Payments made to external parties to secure block space as part of our Builder+ block-building activities. The increase also reflects higher blockchain infrastructure and network operation costs associated with the expansion of block-building and DeFi activities.
Previous wording
Marketing expenses increased during the 2025 Period compared to the 2024 Period, primarily due to expanded advertising campaigns and promotional activities aimed at enhancing brand visibility and supporting business development initiatives. The Company expects that marketing spend will remain at current or higher levels in future periods, in line with strategic growth objectives and broader customer engagement efforts.
Current wording
Marketing expenses increased during the 2025 Quarter and 2025 Period compared to the corresponding 2024 periods, reflecting expanded advertising campaigns and promotional activities aimed at enhancing brand visibility and supporting business development initiatives. Marketing spend is expected to remain at or above current levels as the Company continues to pursue strategic growth and community engagement efforts.
Previous wording
Interest expense during the 2025 Quarter and 2025 Period reflects interest accrued on borrowings under the Aave DeFi lending protocol, as well as interest incurred in connection with the issuance of the May 2025 convertible note. This includes both cash interest paid and the amortization of debt discount over the term of the convertible note.
Current wording
Interest expense increased during the 2025 Quarter and 2025 Period, primarily due to interest accrued on decentralized borrowings through Aave and other DeFi lending protocols, as well as interest and amortization expense related to the Company’s May and July 2025 convertible notes. This includes both cash interest paid and the amortization of debt discount over the term of the convertible notes.
Previous wording
Net income for the 2025 Quarter increased to approximately $3,882,000, compared to a net loss of approximately $6,728,000 in the 2024 Quarter, resulting in a year-over-year improvement of approximately $10,610,000. The improvement was primarily driven by the positive change in the fair value of the Company’s crypto asset holdings, as crypto markets experienced an uptick during the 2025 Quarter. This resulted in significant unrealized gains on crypto assets, contributing substantially to the net income.
Current wording
The Company reported net income of approximately $65,589,000 for the 2025 Quarter, compared to a net loss of approximately $9,040,000 in the 2024 Quarter, representing a year-over-year improvement of approximately $74,629,000. The increase was primarily driven by unrealized appreciation in the fair value of the Company’s crypto asset holdings, reflecting the broader recovery in digital asset markets during the quarter.
Previous wording
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 (assuming an effective registration statement on Form S-3), from time to time, shares of its Common Stock through H.C. Wainwright, subject to the availability of an effective registration statement on Form S-3. The initial ATM sales were conducted under a $100,000,000 shelf registration statement that became effective in September 2021.
Current wording
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, shares of its common stock through H.C. Wainwright, subject to the availability of an effective registration statement on Form S-3. The initial ATM sales were conducted under a $100,000,000 shelf registration statement that became effective in September 2021.
Previous wording
On October 4, 2024, a new Form S-3 registration statement became effective, increasing the total amount of securities that may be offered and sold under the Company’s shelf registration to $250,000,000. As of the date of this report, there was approximately $104,341,000 available for sale under this Form S-3 registration statement.
Current wording
On October 4, 2024, a new Form S-3 registration statement became effective, increasing the total amount of securities that may be offered and sold under the Company’s shelf registration to $250,000,000. As of the date of this report, there was approximately $103,380,000 available for sale under this Form S-3 registration statement.
Previous wording
From April 2025 through August 12, 2025, the Company borrowed a total of approximately $52,947,000 in USDT through Aave, a decentralized finance protocol, using Ethereum (ETH) as collateral, and repaid approximately $1,447,000 during the same period. As of August 12, 2025, the Company had approximately $51,702,000 in outstanding borrowings, inclusive of accrued interest, collateralized by approximately 38,400 ETH with a fair market value of approximately $176,062,000, based on the ETH closing price of $4,584 on that date.
Current wording
From April 2025 through November 10, 2025, the Company borrowed an aggregate of approximately $61,447,000 in stablecoins through Aave, a DeFi lending protocol, using Ethereum (ETH) as collateral, and repaid approximately $1,447,000 during the same period. These borrowings included transactions executed in connection with on-chain debt refinancing activities. As of November 10, 2025, the Company had approximately $61,052,000 in outstanding borrowings, inclusive of accrued interest, collateralized by approximately 39,077 ETH with an aggregate fair market value of $138,988,000, based on the closing price of $3,557 per ETH on that date.
Previous wording
Borrowings accrue interest at variable rates determined by Aave’s on-chain smart contracts, which adjust dynamically based on protocol liquidity and market demand. ETH collateral posted also accrues variable interest. These rates are published and updated in real-time at aave.com, and the net cost of capital may fluctuate based on protocol-level market conditions.
Current wording
Borrowings through Aave accrue interest at variable rates determined by Aave’s on-chain smart contracts, which adjust dynamically based on protocol liquidity and market utilization. ETH collateral posted to Aave simultaneously accrues variable interest at rates that fluctuate based on the same market factors. These rates are publicly available and updated in real time on the Aave protocol’s website. As a result, the Company’s net cost of capital may vary depending on prevailing protocol-level conditions. The Company has no control over these rate adjustments and is subject to the risk of significant rate increases. As of November 10, 2025, the USDT borrowing rate was approximately 6.07% per annum.
Previous wording
In May 2025, the Company completed a private placement of Senior Secured Convertible Notes in the aggregate principal amount of approximately $7.8 million, for net cash proceeds of approximately $7.3 million. In connection with the offering, the Company also issued approximately 1.9 million five-year warrants, exercisable at $2.75 per share. The Notes mature in May 2027, bear interest at a rate of 6% per annum, and are convertible into shares of Common Stock at a conversion price of $5.85 per share.
Current wording
In May 2025, the Company completed a private placement of Senior Secured Convertible Notes in the aggregate principal amount of approximately $7,811,000, for net cash proceeds of approximately $7,306,000. In connection with the offering, the Company also issued approximately 1.9 million five-year warrants, exercisable at $2.75 per share. The notes mature in May 2027, bear interest at a rate of 6% per annum, and are convertible into shares of common stock at a conversion price of $5.85 per share.
Previous wording
In July 2025, the Company entered into an additional private placement of Senior Secured Convertible Notes in the aggregate principal amount of approximately $10.0 million, for net cash proceeds of approximately $9.5 million. In connection with the offering, the Company agreed to issue approximately 879,000 five-year warrants, exercisable at $8.00 per share. The Notes mature in July 2027, bear interest at 6% per annum, and are convertible into shares of Common Stock at a conversion price of $13.00 per share.
Current wording
In July 2025, the Company completed an additional private placement of Senior Secured Convertible Notes in the aggregate principal amount of approximately $10,050,000, for net cash proceeds of approximately $9,538,000. In connection with the offering, the Company agreed to issue approximately 879,000 five-year warrants, exercisable at $8.00 per share. The notes mature in July 2027, bear interest at 6% per annum, and are convertible into shares of common stock at a conversion price of $13.00 per share.
Previous wording
The Company intends to use the proceeds from both offerings primarily to accelerate the accumulation of Ethereum (ETH), expand operational capacity, and support the continued expansion of its blockchain infrastructure operations.
Current wording
The Company used or intends to use the proceeds from both offerings primarily to accelerate the accumulation of Ethereum (ETH), expand operational capacity, and support the continued expansion of its blockchain infrastructure operations. The notes from the May and July 2025 offerings are secured by all of the Company’s assets as collateral, except for Ethereum deposited as collateral for USDT borrowings on Aave and certain other exclusions.
Previous wording
The Company’s consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
Current wording
The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
Previous wording
Liquidity is the ability of a company to generate sufficient funds to support its current and future operations, satisfy its obligations as they come due, and otherwise operate on an ongoing basis. As of June 30, 2025, the Company had approximately $639,000 of cash and working capital of approximately $35,514,000.
Current wording
Liquidity is the ability of a company to generate sufficient funds to support its current and future operations, satisfy its obligations as they come due, and otherwise operate on an ongoing basis. As of September 30, 2025, the Company had approximately $4,486,000 of cash and cash equivalents and working capital of approximately $235,993,000.
Previous wording
As of August 12, 2025, subsequent to the financing described below, the Company had approximately $4,211,000 of cash and cash equivalents, and the fair market value of the Company’s crypto assets was approximately $323,043,000.
Current wording
As of November 10, 2025, the Company had approximately $2,787,000 of cash and stablecoins, and the fair market value of the Company’s crypto assets was approximately $252,777,000.
Previous wording
As of August 12, 2025, the Company had total debt obligations of approximately $69,563,000, consisting of approximately $51,702,000 under its lending arrangement with Aave Protocol and approximately $17,861,000 convertible notes payable.
Current wording
As of November 10, 2025, the Company had total debt obligations of approximately $78,891,000, consisting of approximately $61,030,000 under its lending arrangement with Aave Protocol and approximately $17,861,000 convertible notes payable.
Previous wording
Certain of our staked crypto assets may be locked up for varying durations, depending on the specific blockchain protocol, and we may be unable to unstake them in a timely manner to liquidate to the extent desired, which could materially impact our liquidity position. Additionally, technical issues, network congestion, or regulatory changes could further restrict our ability to access or liquidate these assets. Lock-up periods for our staked crypto assets range from several hours to 30 days. During times of instability in the cryptocurrency markets, the Company may not be able to sell its crypto assets at prices reflecting their perceived value or at all, which could result in substantial losses given the historical volatility of cryptocurrency prices. As a result, our crypto assets may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.
Current wording
Certain of our staked crypto assets may be locked up for varying durations, depending on the specific blockchain protocol, and we may be unable to unstake them in a timely manner or liquidate them to the extent desired, which could materially and adversely impact our liquidity position. Additionally, technical issues, network congestion, or regulatory changes could further restrict our ability to access or liquidate these assets. As of November 10, 2025, lock-up periods for our staked crypto assets range from several hours to seven days, though these periods may change based on protocol upgrades or network conditions. During times of instability in the cryptocurrency markets, the Company may not be able to sell its crypto assets at prices reflecting their perceived value or at all, which could result in substantial losses given the historical volatility of cryptocurrency prices. As a result, our crypto assets may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.
Previous wording
Cash used in operating activities was approximately $3,236,000 during the 2025 Period, compared to approximately $1,693,000 for the 2024 Period. Significant non-cash adjustments impacting operating cash flows included:
Current wording
Significant non-cash adjustments impacting operating cash flows included:
Previous wording
Net cash used in investing activities was approximately $13,366,000 during the 2025 Period, compared to net cash provided by investing activities of approximately $531,000 in the 2024 Period. The 2025 activity primarily reflects the purchase of approximately $14,179,000 of crypto assets, including approximately $14,130,000 of Ethereum to support validator operations and the Company’s long-term accumulation strategy. The Company also invested $250,000 in a private blockchain-based technology company during the 2025 Period. These purchases were partially offset by proceeds of approximately $1,065,000 from sales of non-core productive crypto assets as we continue to streamline operations.
Current wording
Net cash used in investing activities was approximately $196,833,000 during the 2025 Period, compared to net cash provided by investing activities of approximately $531,000 in the 2024 Period. The 2025 activity primarily reflects the purchase of approximately $199,858,000 of crypto assets, primarily Ethereum (ETH), to support validator (NodeOps) and DeFi (Imperium) operations and to advance the Company’s long-term ETH accumulation strategy.
Previous wording
We expect that purchases of ETH and other productive crypto assets will continue in future periods as the Company executes on its ETH treasury accumulation and validator scaling strategies.
Current wording
We expect purchases of ETH and other productive crypto assets to continue in future periods as the Company executes on its ETH treasury accumulation and operational scaling strategies.
Previous wording
Cash provided by financing activities was approximately $15,263,000 during the 2025 Period, compared to approximately $240,000 in the 2024 Period. Financing inflows during the 2025 Period were primarily driven by:
Current wording
Cash provided by financing activities was approximately $205,373,000 during the 2025 Period, compared to approximately $653,000 in the 2024 Period. Financing inflows during the 2025 Period were primarily driven by:
Previous wording
The Company also paid debt issuance costs of approximately $123,000 during the 2025 Period.
Current wording
The Company also paid approximately $3,000,000 for share repurchases of the Company’s common stock and debt issuance costs of approximately $131,000 during the 2025 Period.
Previous wording
The Company anticipates future financing activity may include additional DeFi borrowings and capital raised through the ATM program or convertible instruments, aligned with its strategy to scale blockchain infrastructure operations and accumulate ETH.
Current wording
We anticipate future financing activity may include additional DeFi borrowings and capital raised through the ATM program or through other financing instruments, as we continue to scale blockchain infrastructure and DeFi operations, enhance liquidity, and accumulate ETH in support of long-term growth.
Previous wording
For information on recent accounting pronouncements, see Note 3 -Summary of Significant Accounting Policies to the Unaudited Consolidated Condensed Financial Statements.
Current wording
For information on recent accounting pronouncements, see Note 3 -Summary of Significant Accounting Policies to the Unaudited Condensed Financial Statements.
Previous wording
Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. The results anticipated by any or all of these forward-looking statements might not occur. Important factors that could cause actual results to differ materially from those in the forward-looking statements include: (i) the rewards and costs associated with staking or validating transactions on blockchains and successfully building blocks on Ethereum’s blockchain; (ii) regulatory issues related to our business model; (iii) fluctuations in the price of our crypto assets; (iv) potential decreases in the value of our crypto assets and rewards; (v) competition, (vi) risks related to the loss or theft of private withdrawal keys resulting in the complete loss of crypto assets and rewards; and (vii) other risks and uncertainties described in our filings with the SEC, including our Form 10-K for the year ended December 31, 2024. Any forward-looking statement made by us speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Current wording
Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. The results anticipated by any or all of these forward-looking statements might not occur. Important factors that could cause actual results to differ materially from those in the forward-looking statements include: (i) the rewards and costs associated with staking or validating transactions on blockchains and successfully building blocks on Ethereum’s blockchain; (ii) regulatory issues related to our business model, including potential classification of crypto assets as securities and changing regulatory frameworks; (iii) fluctuations in the price of our crypto assets; (iv) potential decreases in the value of our crypto assets and rewards; (v) competition, (vi) risks related to the loss or theft of private withdrawal keys resulting in the complete loss of crypto assets and rewards; (vii) risks associated with DeFi lending protocols including smart contract vulnerabilities, liquidation risks, and lack of regulatory protections; (viii) counterparty risks in decentralized finance transactions; and (ix) other risks and uncertainties described in our filings with the SEC, including our Form 10-K for the year ended December 31, 2024. Any forward-looking statement made by us speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Investing cash outflows also included $400,000 of investments in two private blockchain-based technology companies during the 2025 Period, partially offset by proceeds of approximately $3,431,000 from sales of non-core productive crypto assets as we continue to streamline operations.