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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): December 12, 2025
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
7.01 |
Regulation
FD Disclosure. |
On
December 12, 2025, The Crypto Company, a Nevada corporation (the “Company”), issued a shareholder letter providing
updates to shareholders on prior and future operations. The shareholder letter will also be posted on the Company’s website at
www.thecryptocompany.com. A copy of the shareholder letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The
furnishing of the shareholder letter is not an admission as to the materiality of any information therein. The information contained
in the shareholder letter is summary information that is intended to be considered in the context of more complete information included
in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements
that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation
to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate.
Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other
public disclosures.
The
information in this Item 7.01 of this Current Report on Form 8-K, including the shareholder letter, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section,
or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the shareholder
letter shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly
set forth by specific reference in such a filing.
Also
on December 12, 2025, the Company issued
a press release announcing the issuance of the shareholder letter and directing shareholders to the Company’s
website for access to the letter. The press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
| Item
9.01 | Financial
Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Shareholder
Letter, dated December 12, 2025. |
| 99.2 |
|
Press Release, dated December 12, 2025. |
| 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:
December 12, 2025 |
|
|
| |
|
|
| |
THE
CRYPTO COMPANY |
| |
|
|
| |
By: |
/s/
Ron Levy |
| |
Name: |
Ron
Levy |
| |
Title: |
Chief
Executive Officer, Interim CFO and Secretary |
