STOCK TITAN
  1. Home
  2. Sec-filings
  3. crcw
  4. [8-K] Crypto Co Reports Material Event

Crypto Company (OTC: CRCW) sells 24M shares for BTC and cash

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

The Crypto Company entered into Subscription Agreements with Golden Compass Ventures Entity and Three Mile Creek Future LLC on April 22, 2026 to sell an aggregate of 24,000,000 shares of common stock in a private placement exempt from registration. The investors will pay 0.74316232 BTC and $25,000 in cash as consideration, with the fair market value of the digital asset fixed as of the execution date. Each investor also receives a prepaid warrant to participate in a future private placement offering of the company, if any, under the terms of the agreements.

Positive

  • None.

Negative

  • None.
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, and exhibit attachments filed with this report.
Shares issued 24,000,000 shares Common stock issued in private placement on April 22, 2026
Digital asset consideration 0.74316232 BTC Portion of purchase price for Subscription Agreements
Cash consideration $25,000 Cash portion of aggregate purchase price
Par value $0.001 per share Par value of The Crypto Company common stock
Securities Act exemption Section 4(a)(2) and Rule 506(b) Exempt unregistered offering treatment
Exhibit 10.1 Form of Subscription Agreement Filed as material agreement exhibit
Subscription Agreements financial
"the Company executed Subscription Agreements (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”)"
A subscription agreement is a signed contract in which an investor promises to buy a specified number of a company’s shares or securities under set terms — price, quantity, payment schedule and any conditions. Think of it like a formal deposit and purchase plan for stock: it locks in the sale and the buyer’s obligations and often sets protections or restrictions that affect ownership, dilution and the company’s ability to raise more money, so investors can assess risk and control.
Material Definitive Agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
private placement financial
"in a private placement transaction exempt from registration under Section 4(a)(2)"
A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.
Regulation D regulatory
"exemptions from registration provided by Rule 506 of Regulation D promulgated thereunder"
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 financial
"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
"issuance to each investor of a prepaid warrant to participate in a future private placement offering"
Understanding 8-K Material Events →
false 0001688126 0001688126 2026-04-22 2026-04-22 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): April 22, 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 April 22, 2026, The Crypto Company (the “Company”) executed Subscription Agreements (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) with certain institutional and other accredited investors: Golden Compass Ventures Entity and Three Mile Creek Future LLC (each, an “Investor” and collectively, the “Investors”), pursuant to which the Company agreed to sell and issue to the Investors an aggregate of 24,000,000 shares of the Company’s common stock, par value $0.001 (“Common Stock”) for an aggregate purchase price of 0.74316232 BTC and $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 Agreements, 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 Agreements provide for the issuance to each investor 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 Agreements.

 

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 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 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.
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: April 28, 2026    
     
  THE CRYPTO COMPANY
     
  By: /s/ Ron Levy
  Name:  Ron Levy
  Title: Chief Executive Officer, Interim CFO and Secretary

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

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

The Crypto Company disclosed private Subscription Agreements with two accredited investors to issue 24,000,000 common shares. The deal is structured as an unregistered private placement under Section 4(a)(2) and Rule 506(b) of the Securities Act.

How much consideration is The Crypto Company (CRCW) receiving in the private placement?

The company is receiving 0.74316232 BTC and $25,000 in cash for 24,000,000 common shares. The fair market value of the digital asset portion was fixed as of the Subscription Agreement execution date, according to the filing language.

Who are the investors in The Crypto Company (CRCW) private placement?

The investors are Golden Compass Ventures Entity and Three Mile Creek Future LLC. Both are described as institutional and other accredited investors, each entering into a Subscription Agreement to purchase shares and receive a related prepaid warrant.

Are the new The Crypto Company (CRCW) shares registered with the SEC?

The new shares are not registered with the SEC. They were issued in a private placement relying on exemptions under Section 4(a)(2) and Rule 506 of Regulation D, as a transaction not involving a public offering under U.S. securities laws.

What are the prepaid warrants mentioned in The Crypto Company (CRCW) filing?

Each investor receives a prepaid warrant to participate in a future private placement offering of the company, if any. These warrants are governed by the Subscription Agreements, which set the specific terms and conditions for potential future participation.

What investor protections are described in The Crypto Company (CRCW) Subscription Agreements?

The Subscription Agreements include customary representations, warranties and covenants made for the benefit of the parties. The filing explains these provisions allocate risk between the parties and may use materiality standards different from what public shareholders might consider material.

Filing Exhibits & Attachments

17 documents

Agreements & Contracts

Other Documents