Crypto Company sells 8M shares in private deal

The Crypto Company entered into a Subscription Agreement with Sinco International Investments, Inc. on July 2, 2026.

Rhea-AI Filing Summary

The Crypto Company entered into a Subscription Agreement with Sinco International Investments, Inc. on July 2, 2026. The company agreed to sell 8,000,000 shares of common stock, par value $0.001, for a cash purchase price of $25,000 in a private placement exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

The investor also received a prepaid warrant to participate in a future private placement offering of the company, if any, under terms set in the agreement. The investor represented that it is an accredited investor acquiring the securities for investment only, and the shares were sold without general solicitation or advertising.

Insights

Equity capital markets analyst

Crypto Company raises modest cash via highly discounted private share sale.

The Crypto Company issued 8,000,000 common shares to Sinco International Investments, Inc. for a total cash purchase price of $25,000, using a private placement exempt from registration under Section 4(a)(2) and Rule 506(b) of Regulation D.

The deal also grants the investor a prepaid warrant to participate in a future private placement, if one occurs, which could allow additional equity issuance on terms defined in the Subscription Agreement. The transaction targets an accredited investor, with investment-intent and resale restrictions reinforced through legends and the absence of general solicitation.

The cash raised is small in absolute terms, so the economic impact depends on the company’s existing share base and capital needs, which are not detailed in this excerpt. Any future exercise of the prepaid warrant would be governed by separate private placement terms disclosed in later filings.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares issued: 8,000,000 shares Purchase price: $25,000 Par value: $0.001 per share +3 more

6 metrics

Shares issued 8,000,000 shares Common stock sold in July 2, 2026 private placement

Purchase price $25,000 Total cash consideration for 8,000,000 shares

Par value $0.001 per share Par value of common stock issued

Securities Act exemption Section 4(a)(2), Rule 506(b) Exempt offering under Regulation D

Investor status Accredited investor Status represented by Sinco International Investments, Inc.

Agreement date July 2, 2026 Execution date of Subscription Agreement

Key Terms

Subscription Agreement, private placement, Regulation D, accredited investor, +2 more

6 terms

Subscription Agreement financial

"The Crypto Company executed a Subscription Agreement with Sinco International Investments, Inc."

A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.

private placement financial

"for a purchase price of $25,000 in cash, in a private placement transaction exempt from registration"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Regulation D regulatory

"The shares were issued to the Investors pursuant to exemptions from registration provided by Rule 506 of Regulation D"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

accredited investor regulatory

"Each of the Investors has represented that it is an “accredited investor” as defined in Regulation D"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

prepaid warrant financial

"the Subscription Agreement provides for the issuance of a prepaid warrant to participate in a future private placement offering"

blue sky laws regulatory

"and corresponding provisions of state securities or “blue sky” laws"

State-level securities laws that require companies and investment products to register, disclose key information, or meet exemptions before being sold to residents; they act like local consumer protection rules for investments. They matter to investors because they reduce the risk of fraud, ensure basic disclosure about what is being offered, and can affect where and how easily an investment can be bought or sold—similar to how building codes affect whether a house can be advertised in a neighborhood.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did The Crypto Company (CRCW) disclose in this 8-K?

The Crypto Company disclosed a Subscription Agreement with Sinco International Investments, Inc. to sell 8,000,000 common shares for $25,000 in cash through a private placement exempt from Securities Act registration.

How many shares did CRCW sell and for what total purchase price?

The company agreed to sell 8,000,000 shares of its common stock, par value $0.001, to Sinco International Investments, Inc. for a total cash purchase price of $25,000 under the Subscription Agreement.

What exemption from registration did CRCW rely on for this private placement?

The Crypto Company relied on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, treating the sale as a non-public offering to accredited investors without general solicitation or advertising.

Who is the investor in The Crypto Company’s July 2026 private offering?

The investor is Sinco International Investments, Inc., which entered into a Subscription Agreement, represented it is an accredited investor, and agreed to acquire the securities for investment purposes only.

What is the prepaid warrant mentioned in CRCW’s Subscription Agreement?

Alongside the 8,000,000 shares, the Subscription Agreement grants a prepaid warrant allowing the investor to participate in a future private placement, if any, subject to specific terms and conditions in the agreement.

Were the securities in CRCW’s transaction registered under the Securities Act?

No, the securities issued under the Subscription Agreement were not registered under the Securities Act. The company instead relied on Regulation D exemptions for a private, non-public offering to accredited investors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 07/09/2026 - 04:05 PM EDT Learn about SEC filing dates

false 0001688126 0001688126 2026-07-02 2026-07-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): July 2, 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.

Subscription Agreement

On July 2, 2026, The Crypto Company (the “Company”) executed a Subscription Agreement with Sinco International Investments, Inc. (an “Investor”), pursuant to which the Company agreed to sell and issue to the Investor 8,000,000 shares of the Company’s common stock, par value $0.001 (“Common Stock”) for a purchase price of $25,000 in cash, in a private placement transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) promulgated thereunder. In accordance with the terms of the Subscription Agreement, the fair market value of any digital asset consideration was determined and fixed as of the execution date of the applicable Subscription Agreement.

In addition to the shares of Common Stock issued, the Subscription Agreement provides for the issuance of a prepaid warrant to participate in a future private placement offering of the Company, if any, subject to the terms and conditions set forth in the Subscription Agreement.

The Subscription Agreement contain customary representations, warranties and covenants that were made solely for the benefit of the parties to the Subscription Agreement. Such representations, warranties and covenants (i) are intended as a way of allocating risk between the parties to the Subscription Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of, or other investors in, the Company. Accordingly, the Form of Subscription Agreement is included with this filing only to provide investors with information regarding the terms of transaction and not to provide any other factual information regarding the Company.

The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Subscription Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The shares were issued to the Investors pursuant to exemptions from registration provided by Rule 506 of Regulation D promulgated thereunder, as a transaction not involving a public offering.

The Subscription securities described above under Item 1.01 have not been registered under the Securities Act. Based in part upon the representations of the Investor in the Subscription Agreement, the Company relied on the exemption afforded by Regulation D under the Securities Act, and corresponding provisions of state securities or “blue sky” laws. Each of the Investors has represented that it is an “accredited investor” as defined in Regulation D of the Securities Act and that it is acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, and appropriate legends will be affixed to the securities. The sale of the securities did not involve a public offering and was made without general solicitation or general advertising.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy any securities of the Company.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
10.1		Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on April 28, 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: July 9, 2026
	THE CRYPTO COMPANY
	By:	/s/ Ron Levy
	Name:	Ron Levy
	Title:	Chief Executive Officer, Interim CFO and Secretary

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB