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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): September 21, 2026
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.
On
September 21st and 24th 2026, the Crypto Company (the “Company”) entered into Amendments to
Secured Promissory Notes with Eksa Holdings LLC, Practivist Investors LLC, Robert Nail, and Three Mile Creek Future LLC (each, a “Noteholder”
and collectively, the “Noteholders”), pursuant to which the Company issued an aggregate of 234,251,400 shares of its
common stock to the Noteholders (“Shares”) in exchange for a maturity extension of the Eksa Holdings LLC, Practivist
Investors LLC, and Robert Nail promissory notes from December 2025 and the Three Mile Creek Future LLC from July 2025 (the “Promissory
Notes”) previously held by the Noteholders (the “Amended Promissory Notes”). The number of shares issued
represented 20% of the aggregate principal amount of the Promissory Notes, calculated using the principal amount of the Promissory Notes,
$1,054,071, and the price of the Company’s common stock at the close of trading on August 11, 2026, $0.0009.
Each
Amended Promissory Note has a maturity date in August 2027. Under the terms of the Amended Promissory Notes, the Noteholders may receive
an additional one-time payment of 10% of note principal outstanding, if any such principal remains outstanding as of May 11, 2027, payable
in Company Shares.
The
Amended Promissory Notes contain customary representations, warranties, and covenants of the Company, as well as standard events of default.
The
foregoing description of the Amended Promissory Notes does not purport to be complete and is qualified in its entirety by reference to
the full text of such form of agreement, which is attached hereto as Exhibit 10.1.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 is incorporated herein by reference. The issuance of the Amended Promissory Notes to the Noteholders
in the aggregate principal amount of $1,054,071 constitutes a direct financial obligation of the Company.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 is incorporated herein by reference.
The
Shares and Amended Promissory Notes were issued in reliance upon exemptions from registration under Section 4(a)(2) of the Securities
Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder, as the transactions did not involve a public offering,
the investors were “accredited investors” within the meaning of Rule 501 of Regulation D, and the investors acquired the
securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Amendment to Secured Promissory Note dated September 2026. |
| 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:
September 24, 2026 |
|
|
| |
|
|
| |
THE
CRYPTO COMPANY |
| |
|
|
| |
By: |
/s/
Ron Levy |
| |
Name: |
Ron
Levy |
| |
Title: |
Chief
Executive Officer, Interim CFO and Secretary |
