false
0001688126
0001688126
2026-11-04
2026-11-04
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): November 4, 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
Agreements
On
November 4, 2026 and November 10, 2026, The Crypto Company (the “Company”) executed Subscription Agreements (each,
a “Subscription Agreement” and collectively, the “Subscription Agreements”) with Three Mile Creek
Future LLC and Nikola Stein (each, an “Investor” and collectively, the “Investors”), each of which is
in the form of Subscription Agreement filed as Exhibit 10.1 to the Company’s Form 8-K filed on October 15, 2026 and incorporated
herein by reference, pursuant to which the Company agreed to sell and issue to the Investors an aggregate of 84,210,128 shares
of the Company’s common stock, par value $0.001 per share (“Common Stock”) for an aggregate purchase price of
$65,000, consisting of $50,000 in cash, 1.4 ETH and 0.16 BTC, 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
and applicable state exemptions. In accordance with the terms of the Subscription Agreements, the fair market value of the ETH and
the BTC was determined and fixed as of the execution date of the applicable Subscription Agreement.
Rafael
Furst, the Company’s Chief Strategy Officer, is the managing member of Three Mile Creek Future LLC.
The
Subscription Agreements contain customary representations, warranties and covenants that were made solely for the benefit of the
parties to the Subscription Agreements. Such representations, warranties and covenants (i) are intended as a way of allocating
risk between the parties to the Subscription Agreements 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 the transaction
and not to provide any other factual information regarding the Company.
The
foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by reference
to the full text of the form of Subscription Agreement, which is incorporated herein by reference as described above.
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 Investors in the Subscription Agreements, 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 sales of the securities did not involve
a public offering and were 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. |
| 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:
November 10, 2026
| |
THE CRYPTO COMPANY |
| |
|
|
| |
By: |
/s/
Ron Levy |
| |
Name:
|
Ron
Levy |
| |
Title:
|
Chief
Executive Officer, Interim CFO and Secretary |
