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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 15, 2025
The
Crypto Company
(Exact
name of registrant as specified in its charter)
| Nevada |
|
000-55726 |
|
46-4212105 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 23823
Malibu Road, #50477, Malibu, CA |
|
90265 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(424)
228-9955
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| None |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
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. ☐
Item
1.01. Entry into a Material Definitive Agreement.
As
previously disclosed in a Current Report on Form 8-K filed with the Securities Exchange Commission on October 9, 2025, on October 8,
2025, the Crypto Company (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with Starchive.io, Inc., a Delaware corporation (“Starchive”), each of the equity holders of Starchive (collectively,
the “Sellers” and each individually, a “Seller”) and Richard Averitt, as the Sellers’ representative.
Pursuant
to the Purchase Agreement, the Company acquired 50.1% of the outstanding capital stock of Starchive (the “Stock Sale”)
for consideration comprised of cash, equity, and debt. Under the Purchase Agreement, the Company issued to the Sellers an aggregate of
$8,500,000 in principal amount of 5.0% notes, which will become convertible into equity only after three years, less any outstanding
indebtedness of Starchive (the “Convertible Notes”). In addition, the Company issued to the Sellers an aggregate of
433,633,689 shares of the Company’s common stock (the “Shares”), representing approximately 9.99% of the Company’s
issued and outstanding common stock immediately prior to such issuance. The Shares were issued as restricted securities subject to the
transfer restrictions of Rule 144 under the Securities Act of 1933, as amended, and to any applicable contractual lock-up provisions.
The Company also agreed to contribute an aggregate of $3,000,000 in cash to Starchive, to be disbursed in multiple tranches over a twelve-month
period following the closing to support working capital and business growth.
The
Purchase Agreement contains customary representations, warranties, covenants, and indemnification provisions for a transaction of this
nature. The Company believes that the Stock Sale constitutes a “significant transaction” for purposes of Item 1.01 of Form
8-K. The foregoing description of the Purchase Agreement and Convertible Notes does not purport to be complete and is qualified in its
entirety by reference to the full text of the Purchase Agreement and Convertible Notes, which are filed as Exhibit 10.1 and Exhibit 10.2
hereto, respectively, and each of which is incorporated herein by reference.
Item
2.01 Completion of Acquisition or Disposition of Assets
On
October 15, 2025, the Company, Starchive, and the Sellers, consummated the Stock Sale pursuant to the terms of the Purchase Agreement.
The description of the Stock Sale is provided in Item 1.01 above and is incorporated into this Item 2.01 by reference.
Item
3.02. Unregistered Sales of Equity Securities.
The
issuance of the Shares and Convertible Notes described in Item 1.01 above was made in reliance on the exemption from registration provided
by Section 4(a)(2) of the Securities Act of 1933, as amended. The description of the Shares and Convertible Notes set forth in Item 1.01
above is incorporated herein by reference for purposes of this Item 3.02.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial Statements of Businesses Acquired
Any
required financial statements shall be filed by amendment to this Form 8-K no later than 71 days after the date of this Current Report
on Form 8-K.
(b)
Pro Forma Financial Information
The
pro forma financial information required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71
days after the date of this Current Report on Form 8-K.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Securities Purchase Agreement, dated October 8, 2025, by and among the Company, Starchive.io, Inc., its equity holders, and Richard Averitt (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on October 9, 2025). |
| 10.2 |
|
Form of Convertible Note. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated:
October 16, 2025 |
|
|
| |
|
|
| |
THE
CRYPTO COMPANY |
| |
|
|
| |
By: |
/s/
Ron Levy |
| |
Name: |
Ron
Levy |
| |
Title: |
Chief
Executive Officer, Interim CFO and Secretary |
