Stockholders’ Equity

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Stockholders’ Equity

Note 5 - Stockholders’ Equity

Common Stock

Reverse Stock Split

On August 25, 2021, the Company issued approximately 14,500 shares of Common Stock in connection with the 1-for-10 Reverse Split resulting from the rounding up of fractional shares of Common Stock to the whole shares of Common Stock. The financial statements have been retroactively restated to reflect the reverse stock split.

At The Market Offering Agreement

On September 14, 2021, the Company entered into an At-The-Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as agent (“H.C. Wainwright”), pursuant to which the Company may offer and sell, from time-to-time through H.C. Wainwright, shares of the Company’s Common Stock having an aggregate offering price of up to $98,767,500 million (the “Shares”). The Company will pay H.C. Wainwright a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Shares.

During the nine months ended September 30, 2022, the Company sold a total of 2,148,658 shares of Common Stock under the ATM Agreement for aggregate total gross proceeds of approximately $11,454,000 at an average selling price of $5.33 per share, resulting in net proceeds of approximately $11,095,000 after deducting commissions and other transaction costs.

2021 Equity Incentive Plan

The Company’s 2021 Equity Incentive Plan (the “2021 Plan”) was effective on January 1, 2021 and approved by shareholders on March 31, 2021 and amended on June 13, 2022. The Company has reserved 7,000,000 shares of Common Stock for issuance pursuant to the 2021 Plan.

Options

During the three months ended September 30, 2022, the Company granted 50,000 stock options with a weighted average exercise price of $1.51 to non-executive employees. The following weighted-average assumptions were used to estimate the fair value of options granted on the deemed grant date during the nine months ended September 30, 2022 and 2021 for both the Black-Scholes formula and the Monte-Carlo simulation formula, applicable to 2021 options granted:

	For the nine months ended September 30,
	2022			2021
Exercise price	$	1.51		$	0.21
Term (years)		5.00			2.25-3.05
Expected stock price volatility		165.8	%		185.9	%
Risk-free rate of interest		2.77	%		0.34	%

Expected Volatility: The Company uses historical volatility as it provides a reasonable estimate of the expected volatility. Historical volatility is based on the most recent volatility of the stock price over a period of time equivalent to the expected term of the option.

Risk-Free Interest Rate: The risk-free interest rate is based on the U.S. treasury zero-coupon yield curve in effect at the time of grant for the expected term of the option.

Expected Term: The Company’s expected term represents the weighted-average period that the Company’s stock options are expected to be outstanding. The expected term is based on the expected time to post-vesting exercise of options by employees. The Company uses historical exercise patterns of previously granted options to derive employee behavioral patterns used to forecast expected exercise patterns.

For awards vesting upon the achievement of the market conditions which were met at the date of grant, compensation cost measured on the date of grant was immediately recognized. For awards vesting upon the achievement of the market conditions which were not met at the date of grant, compensation cost measured on the grant date will be recognized on a straight-line basis over the vesting period based on estimation using a Monte-Carlo simulation.

A summary of option activity under the Company’s stock option plan for nine months ended September 30, 2022 is presented below:

	Number of Shares		Weighted Average Exercise Price		Total Intrinsic Value		Weighted Average Remaining Contractual Life (in years)
Outstanding as of December 31, 2021		1,235,000	$	2.14	$	1,488,000		4.3
Employee options granted		50,000		1.51		-		4.8
Outstanding as of September 30, 2022		1,285,000	$	2.11	$	-		3.6
Options vested and exercisable as of September 30, 2022		1,229,750	$	2.10	$	-		3.5

RSUs

Effective January 2, 2022, the Board of Directors of the Company ratified the following arrangements approved by its Compensation Committee:

The Board of Directors of the Company ratified grants of RSUs to each independent director. David Garrity, Carol Van Cleef and Charles Lee were each granted 31,848 restricted stock units (the “Board Grants”). The Board Grants vest in four equal installments at the end of each calendar quarter in 2022.

The Company’s executive officers were granted RSUs as part of a long-term incentive plan (“LTI”), with vesting terms set for when the Company’s market capitalization reaches and sustains a market capitalization for 30 consecutive days above four defined market capitalization thresholds of $100 million, $150 million, $200 million and $400 million.

Effective February 22, 2022, upon appointment of Manish Paranjape as Chief Technology Officer of the Company, Mr. Paranjape was also granted RSUs as part of the LTI plan, with consistent vesting terms set for when the Company’s market capitalization above the same four defined market capitalization thresholds.

The RSUs granted to each executive employee are as follows:

			Total		Market Cap Vesting Thresholds
Officer Name	Title	Grant Date	RSUs Granted		$ 100 million		$ 150 million		$ 200 million		$ 400 million
Charles Allen	Chief Executive Officer	1/2/2022		694,444		173,611		173,611		173,611		173,611
Michal Handerhan	Chief Operations Officer	1/2/2022		444,444		111,111		111,111		111,111		111,111
Michael Prevoznik	Chief Financial Officer	1/2/2022		222,224		55,556		55,556		55,556		55,556
Manish Paranjape	Chief Technology Officer	2/22/2022		160,184		40,046		40,046		40,046		40,046
				1,521,296		380,324		380,324		380,324		380,324

To the extent any market capitalization targets set forth above for Mr. Prevoznik and Mr. Paranjape are achieved, the RSUs will also be subject to the following five-year vesting schedule: 20% of the LTI RSUs which have met a market capitalization criteria will vest on the one-year anniversary of the grant date, and the remaining 80% of the LTI RSUs which have met a market capitalization criteria will vest monthly over the four years following the one year anniversary of the grant date.

For awards vesting upon the achievement of a service condition, compensation cost measured on the grant date will be recognized on a straight-line basis over the vesting period. Stock-based compensation expense for the market-based restricted stock units with explicit service conditions is recognized on a straight-line basis over the longer of the derived service period or the explicit service period, regardless of whether the market condition is satisfied. However, in the event that the explicit service period is not met, previously recognized compensation cost would be reversed. Market-based restricted stock units subject to market-based performance targets require achievement of the performance target as well as a service condition in order for these RSUs to vest.

The Company estimates the fair value of market-based RSUs as of the grant date and expected derived term using a Monte Carlo simulation that incorporates pricing inputs covering the period from the grant date through the end of the derived service period.

The following weighted-average assumptions were used to estimate the fair value of options granted during the nine months ended September 30, 2022 and 2021 for the Monte-Carlo simulation:

	Nine Months Ended September 30,
	2022			2021
Vesting Hurdle Price	$	19.39			-
Term (years)		5.00			-
Expected stock price volatility		103.7	%		-
Risk-free rate of interest		1.32	%		-

Expected Volatility: The Company uses historical volatility as it provides a reasonable estimate of the expected volatility. Historical volatility is based on the most recent volatility of the stock price over a period of time equivalent to the expected term of the RSUs.

Risk-Free Interest Rate: The risk-free interest rate is based on the U.S. treasury zero-coupon yield curve in effect at the time of grant for the expected term of the RSUs.

Expected Term: The Company’s expected term represents the weighted-average period that the Company’s RSUs are expected to be outstanding. The expected term is based on the stipulated 5 year period from the grant date until the market based criteria are achieved. If the market-based criteria are not achieved within the five year period from the grant date, the RSUs will not vest and shall expire.

Vesting Hurdle Price: The vesting hurdle prices are determined by taking the vesting Market Cap criteria divided by the shares outstanding as of the valuation dates.

Effective September 30, 2022, Mr. David Garrity resigned as a director of BTCS, Inc. The Board of Directors of the Company agreed to fully vest Mr. Garrity’s remaining unvested restricted stock units (7,962 shares) and pay Mr. Garrity approximately $5,600, which represents the remaining 2022 director fees.

A summary of the Company’s restricted stock units granted under the 2021 Plan during the nine months ended September 30, 2022 are as follows:

	Number of Restricted Stock Units			Weighted Average Grant Day Fair Value
Nonvested at December 31, 2021		29,363		$	5.96
Granted		1,662,607			3.29
Vested		(79,620	)		3.14
Forfeited		-			-
Nonvested at September 30, 2022		1,612,350		$	3.35

Stock Based Compensation

Stock-based compensation expense is recorded as a part of selling, general and administrative expenses, compensation expenses and cost of revenues. Stock-based compensation expense for the three and nine months ended September 30, 2022 and 2021 was as follows:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2022		2021		2022		2021
Employee bonus stock awards	$	-	$	-	$	894,027	$	-
Employee stock option awards		16,455		1,638,516		98,901		10,298,844
Employee restricted stock unit awards		434,349		3,027,665		1,182,053		3,029,040
Non-employee restricted stock awards		30,480		75,000		202,218		237,806
Series C-2 Allocation		-		-		-		179,277
	$	481,284	$	4,741,181	$	2,377,199	$	13,744,967