Private share sale: The Crypto Company (CRCW) issues 16,666,667 shares

Rhea-AI Filing Summary

The Crypto Company entered into a Subscription Agreement with accredited investor Pierre Valldejuli, under which the company agreed to issue 16,666,667 shares of common stock for a total purchase price of $25,000. This is a private placement, not a public offering.

The shares were issued as unregistered securities in reliance on the Regulation D exemption under the Securities Act, based on the investor’s accredited status and investment intent. The company states the sale involved no general solicitation or advertising, and that the agreement includes customary representations, warranties, and covenants.

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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): February 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 February 9, 2026, The Crypto Company (the “Company”) entered into a Subscription Agreement (the “Subscription Agreement”) with an accredited investor, Pierre Valldejuli (the “Investor”), pursuant to which the Company agreed to sell and issue to the Investor 16,666,667 shares of the Company’s common stock, par value $0.001 (“Common Stock”) for an aggregate purchase price of $25,000.

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 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. The Investor 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 January 22, 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: February 13, 2026
	THE CRYPTO COMPANY
	By:	/s/ Ron Levy
	Name:	Ron Levy
	Title:	Chief Executive Officer, Interim CFO and Secretary

FAQ

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

The Crypto Company agreed to issue 16,666,667 common shares to accredited investor Pierre Valldejuli for a total of $25,000. The deal is documented in a Subscription Agreement containing customary representations, warranties, and covenants between the company and the investor.

How many shares did CRCW agree to issue and for what total price?

The company agreed to sell and issue 16,666,667 shares of its common stock for an aggregate purchase price of $25,000. These new shares are part of a private placement to a single accredited investor under a Subscription Agreement.

Were the new CRCW shares registered under the Securities Act?

No, the shares were not registered under the Securities Act. The Crypto Company relied on the Regulation D exemption for a private offering, based on the investor’s accredited status and investment intent, with no public offering, solicitation, or advertising involved.

Who is the investor in The Crypto Company’s private share sale?

The investor is Pierre Valldejuli, described as an accredited investor. He entered into a Subscription Agreement with The Crypto Company to acquire 16,666,667 common shares for $25,000, representing a private investment rather than a public market transaction.

What securities law exemption did CRCW use for this share issuance?

The Crypto Company relied on the Regulation D exemption under the Securities Act for this unregistered sale. Corresponding state “blue sky” provisions were also cited, with the investor confirming accredited status and investment-only intent for acquiring the securities.

Does this 8-K mean CRCW is offering shares to the public?

No, the filing specifically notes the transaction did not involve a public offering. The sale was made privately to one accredited investor without general solicitation or advertising, and the company states the filing itself is not an offer to sell or solicit purchases.

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