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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 27, 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
Agreement
On
February 27, 2026, The Crypto Company (the “Company”) entered into a Subscription Agreement (the “Subscription
Agreement”) with an accredited investor, Juan Betancourt (the “Investor”), pursuant to which the Company
agreed to sell and issue to the Investor 34,782,609 shares of the Company’s common stock, par value $0.001 (“Common Stock”)
for an aggregate purchase price of $40,000.
The
Subscription Agreement contains 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: March 5, 2026 |
|
|
| |
|
|
| |
THE CRYPTO COMPANY |
| |
|
|
| |
By: |
/s/ Ron Levy |
| |
Name: |
Ron Levy |
| |
Title: |
Chief Executive Officer, Interim CFO and Secretary |
