Crypto Company sells stock in $40K private offering

The Crypto Company entered into a Subscription Agreement with accredited investor Juan Betancourt on February 27, 2026.

Rhea-AI Filing Summary

The Crypto Company entered into a Subscription Agreement with accredited investor Juan Betancourt on February 27, 2026. The company agreed to sell and issue 34,782,609 shares of common stock for an aggregate purchase price of $40,000 under this agreement.

The shares were issued in a private, unregistered offering relying on the Regulation D exemption from Securities Act registration. The investor represented accredited status and an investment-only intent, and the transaction was completed without any public offering, general solicitation, or general advertising.

Insights

Equity Capital Markets Analyst

CRCW completes a small Regulation D private stock sale to a single accredited investor.

The Crypto Company agreed to issue 34,782,609 common shares to accredited investor Juan Betancourt for an aggregate purchase price of $40,000 under a Subscription Agreement dated February 27, 2026. The agreement includes customary representations, warranties, and covenants between the parties.

The issuance was conducted as an unregistered private placement relying on the Regulation D exemption, with the investor representing that the securities are being acquired for investment only. The company states the sale did not involve a public offering, general solicitation, or general advertising, and that appropriate restrictive legends will be placed on the securities.

From a capital markets perspective, this is a very small cash raise per disclosed amount, and the economic impact depends on the company’s existing share base and capitalization, which are not detailed here. Subsequent company filings may provide additional context on how this share issuance affects overall equity structure and future financing flexibility.

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 a Subscription Agreement with accredited investor Juan Betancourt, under which it agreed to sell 34,782,609 shares of common stock for an aggregate purchase price of $40,000. This was structured as a private, unregistered securities offering.

How many shares did CRCW issue and for what total price?

The Crypto Company agreed to issue 34,782,609 shares of its common stock for an aggregate purchase price of $40,000. These shares were sold under a Subscription Agreement with a single accredited investor in a private placement relying on a Regulation D exemption.

Who is the investor in The Crypto Company (CRCW) Subscription Agreement?

The investor is Juan Betancourt, described as an accredited investor. He entered into a Subscription Agreement with The Crypto Company to purchase 34,782,609 common shares for $40,000 in a private, unregistered offering conducted without general solicitation or advertising.

Under which securities law exemption did CRCW complete this stock sale?

The Crypto Company relied on the Regulation D exemption under the Securities Act for this unregistered sale. Based on investor representations, the company treated the transaction as a private offering, avoiding registration while using corresponding state “blue sky” law exemptions.

Was The Crypto Company’s (CRCW) share issuance a public offering?

No. The company states the sale of securities did not involve a public offering. The transaction was a private placement to an accredited investor, conducted without general solicitation or general advertising, and the issued securities will carry appropriate restrictive legends.

What document related to the CRCW Subscription Agreement is filed as an exhibit?

The filing includes as Exhibit 10.1 the form of Subscription Agreement, incorporated by reference from a prior company filing dated January 22, 2026. It provides detailed contractual terms, beyond the brief description of the stock sale in this current report.

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 03/05/2026 - 04:00 PM EST Learn about SEC filing dates

false 0001688126 0001688126 2026-02-27 2026-02-27 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): 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

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB