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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 9, 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
October 9, 2026, The Crypto Company (the “Company”) executed Subscription Agreements (each, a “Subscription Agreement”
and collectively, the “Subscription Agreements”) with James Smittkamp and Three Mile Creek Future LLC (each, an “Investor”
and collectively, the “Investors”), each of which is in the form filed as Exhibit 10.1 hereto, pursuant to which the Company
agreed to sell and issue to the Investors an aggregate of 97,165,533 shares of the Company’s common stock, par value $0.001 per
share (“Common Stock”) for an aggregate purchase price of $75,000, consisting of $65,000 in cash and 3.4683 ETH, 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 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, 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 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: October 13, 2026
| |
THE CRYPTO COMPANY |
| |
|
|
| |
By: |
/s/ Ron Levy |
| |
Name: |
Ron Levy |
| |
Title: |
Chief Executive Officer, Interim CFO and Secretary |
