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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): March 19, 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
March 19, 2026, The Crypto Company, a Nevada corporation (the “Company”), entered into a Mutual Transfer and Release Agreement
(the “Agreement”) with Starchive.io, Inc., a Delaware corporation (the “Starchive”), Peter Agelasto IV, Richard
G. Averitt, and Digital Relab LLC (collectively, the “Sellers”), and Richard Averitt, solely in his capacity as the Sellers’
representative.
The
Agreement provides for the rescission, ab initio, of that certain Securities Purchase
Agreement dated October 8, 2025 (the “SPA”), pursuant to which the Company had acquired 50.1% of the outstanding capital
stock of Starchive. The Agreement unwinds and reverses the transactions contemplated by the SPA as if such transactions had never occurred.
Pursuant
to the Agreement, effective as of October 16, 2025 (the “Effective Date”), the Company transferred all of its right, title,
and interest in the shares of Starchive acquired under the SPA back to the Sellers. In exchange, the Sellers surrendered to the Company
for cancellation an aggregate of 433,633,691 shares of the Company’s common stock, par value $0.001 (“Common Stock”)
previously issued to the Sellers under the SPA. All convertible promissory notes issued by the Company to the Sellers in connection with
the SPA were surrendered and cancelled, with no principal or interest remaining outstanding.
The
Company agreed to issue 151,748,756 shares of its Common Stock to Starchive as consideration for the rescission, settlement, and mutual
release of claims arising from the SPA and the transactions contemplated thereby.
The
shares issued to Starchive pursuant to the Agreement were issued as restricted securities in a transaction exempt from registration under
the Securities Act of 1933, as amended, in reliance upon Section 4(a)(2) thereof, and are subject to contractual resale restrictions
set forth in the Agreement.
The
Agreement also includes mutual general releases among the parties with respect to claims arising out of or relating to the SPA and the
transactions contemplated thereby, subject to certain limited survival and indemnification provisions; provided, that the maximum
aggregate liability of the Company under the Agreement shall not exceed $500,000.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item
2.03 Creation or Extinguishment of a Direct Financial Obligation.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
As
described in Item 1.01 above, pursuant to the Agreement, all convertible promissory notes previously issued by the Company in connection
with the SPA were surrendered and cancelled as of the Effective Date, and no amounts remain outstanding thereunder.
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 by reference into this Item 3.02.
As
described in Item 1.01 above, the Company issued 151,748,756 shares of its Common Stock to Starchive pursuant to the Agreement in a transaction
exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
Item
8.01 Other Events.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.
As
described in Item 1.01 above, an aggregate of 433,633,691 shares of the Company’s Common Stock previously outstanding were surrendered
and cancelled pursuant to the Agreement, resulting in a material reduction in the number of outstanding shares of the Company’s
Common Stock.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
Exhibit
No. |
|
Description |
| 10.1 |
|
Mutual Transfer and Release Agreement, dated March 19, 2026, by and among The Crypto Company, Starchive.io, Inc., Peter Agelasto IV, Richard G. Averitt, Digital Relab LLC, and Richard Averitt. |
| 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:
March 23, 2026 |
|
|
| |
|
|
| |
THE
CRYPTO COMPANY |
| |
|
|
| |
By: |
/s/
Ron Levy |
| |
Name:
|
Ron
Levy |
| |
Title: |
Chief
Executive Officer, Interim CFO and Secretary |
