Crypto Company sells 90M shares for $100K in private deal

The Crypto Company entered into subscription agreements with three accredited investors on January 15, 2026, selling an aggregate of 90,000,000 shares of common stock for a total purchase price of $100,000.

Rhea-AI Filing Summary

The Crypto Company entered into subscription agreements with three accredited investors on January 15, 2026, selling an aggregate of 90,000,000 shares of common stock for a total purchase price of $100,000. The investors are White Dwarf LLC, Ryan Crownholm, and Scott Averitt.

The shares were issued in a private transaction relying on the Regulation D exemption under the Securities Act, with each investor representing that it is an accredited investor acquiring the shares for investment purposes. The transaction did not involve a public offering, there was no general solicitation or advertising, and the securities have not been registered under the Securities Act, so they are subject to transfer restrictions and will bear appropriate legends.

Positive

• None.

Negative

• Large common stock issuance for modest cash proceeds: The company sold 90,000,000 new common shares for a total of only $100,000, which is a substantial increase in share count for relatively limited capital and may be unfavorable for existing shareholders due to potential dilution.

Insights

Equity Capital Markets Analyst

The Crypto Company raised $100,000 through a large private share issuance that may meaningfully dilute existing holders.

The company agreed to issue 90,000,000 new common shares for aggregate proceeds of $100,000 to three accredited investors. For a micro-cap issuer, adding this many new shares is typically a significant change to the capital structure, especially given the modest cash raised. The filing does not state how the proceeds will be used, only that standard representations and covenants apply.

The shares were sold in a private placement under Regulation D, with no public offering or general solicitation and with transfer restrictions via legends. Actual impact on trading and ownership concentration will depend on how and when these investors choose to handle their positions, but the magnitude of the issuance relative to typical micro-cap share counts suggests a potentially material dilutive effect for existing shareholders.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

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, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

The Crypto Company disclosed that, beginning on January 15, 2026, it entered into subscription agreements with three accredited investors to sell and issue an aggregate of 90,000,000 shares of its common stock for a total purchase price of $100,000.

Who are the investors buying shares from The Crypto Company (CRCW)?

The investors identified in the subscription agreements are White Dwarf LLC, Ryan Crownholm, and Scott Averitt, each described as an institutional or other accredited investor.

How many shares did The Crypto Company (CRCW) issue and for how much money?

The company agreed to issue an aggregate of 90,000,000 shares of common stock with a par value of $0.001 per share, for a total purchase price of $100,000 under the subscription agreements.

Were the new CRCW shares registered with the SEC?

No. The 8-K states that the subscription securities have not been registered under the Securities Act. The company relied on exemptions from registration under Regulation D and corresponding state securities or blue sky laws.

What exemption did The Crypto Company (CRCW) rely on for this share sale?

The company relied on the exemption provided by Rule 506 of Regulation D under the Securities Act, based in part on investor representations that they are accredited investors acquiring the securities for investment only.

Did the share sale by The Crypto Company (CRCW) involve a public offering?

No. The filing states that the sale of the securities did not involve a public offering and was made without general solicitation or general advertising, and that appropriate legends will be affixed to the securities.

Is this 8-K an offer to sell additional securities of The Crypto Company (CRCW)?

No. The company explicitly states that neither the 8-K nor any exhibit attached to it is an offer to sell or a solicitation of an offer to buy any of its securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 01/22/2026 - 05:21 PM EST Learn about SEC filing dates

false 0001688126 0001688126 2026-01-15 2026-01-15 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): January 15, 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

Beginning on January 15, 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: White Dwarf LLC, Ryan Crownholm, and Scott Averitt (each, an “Investor” and collectively, the “Investors”), pursuant to which the Company agreed to sell and issue to the Investors an aggregate of 90,000,000 shares of the Company’s common stock, par value $0.001 (“Common Stock”) for an aggregate purchase price of $100,000.

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 Extension Shares were issued to the Holder 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: January 22, 2026
	THE CRYPTO COMPANY
	By:	/s/ Ron Levy
	Name:	Ron Levy
	Title:	Chief Executive Officer, Interim CFO and Secretary