The Crypto Company (CRCW) converts $3,808,733 debt into shares, warrant and new $93,386 note

Rhea-AI Filing Summary

The Crypto Company entered into a Debt Conversion Agreement with AJB Capital Investments LLC, restructuring a significant portion of its outstanding debt. The company agreed to convert $3,808,733 of obligations into a package of equity and cash to be delivered at a closing on or before 30 days from November 26, 2025. At closing, the company will issue 476,953,697 shares of common stock, pay $500,000 in cash, and issue a pre-funded warrant to purchase up to 713,915,563 additional common shares.

Following the closing, all existing notes between the parties will be cancelled except for a new amended and restated promissory note with a principal balance of $93,386, governed by a restated securities purchase agreement that grants the holder a second-priority, subordinated security interest in all company assets. The agreement also includes a leak-out provision limiting the holder’s daily sales of conversion and warrant shares to the lesser of 15% of five-day average trading volume or 20,000,000 shares per trading day without company consent. The company later issued a press release announcing this transaction.

Insights

Capital structure and credit analyst

Large debt-for-equity swap reduces notes while adding substantial equity and warrant overhang.

The Crypto Company is converting $3,808,733 of outstanding obligations owed to AJB Capital Investments into a mix of common stock, cash, and a pre-funded warrant. At closing, the company will issue 476,953,697 common shares, pay $500,000 in cash, and grant a pre-funded warrant for up to 713,915,563 additional shares. In exchange, all existing notes will be cancelled except for a new amended and restated note of $93,386, significantly simplifying the capital structure between the two parties.

The restated securities purchase agreement gives the holder a second-priority, subordinated security interest in all company assets, which helps define the creditor’s position relative to other lenders. A leak-out provision restricts the holder from disposing of conversion and warrant shares above 15% of the five-day volume-weighted average trading volume or 20,000,000 shares per trading day without written consent. Actual market impact depends on future trading volumes and the holder’s sale decisions.

The structure concentrates a large equity position and a sizable pre-funded warrant with a single creditor, while materially reducing outstanding note principal. Future company disclosures may provide more detail on how the remaining $93,386 note and the subordinated security interest interact with other obligations and how the leak-out limits influence secondary-market activity after the closing.

8-K Event Classification

3 items: 1.01, 7.01, 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 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What transaction did The Crypto Company (CRCW) announce with AJB Capital Investments?

The Crypto Company entered into a Debt Conversion Agreement with AJB Capital Investments LLC, converting a large portion of existing notes into common stock, cash, and a pre-funded warrant, with closing to occur on or before 30 days from November 26, 2025.

How much of The Crypto Company27s debt is being converted under this agreement?

The parties agreed to convert $3,808,733 of existing obligations under various promissory notes into new consideration consisting of common shares, cash, and a pre-funded warrant delivered at closing.

What securities will AJB Capital receive from The Crypto Company at closing?

At closing, AJB Capital will receive 476,953,697 shares of common stock, $500,000 in cash, and a pre-funded warrant to purchase up to 713,915,563 additional shares of the company27s common stock.

What debt remains between The Crypto Company and AJB Capital after the transaction closes?

After closing, all outstanding notes between the parties will be cancelled except for a New Note with principal of $93,386, issued under an amended and restated securities purchase agreement that provides a second-priority, subordinated security interest in all company assets.

Does the agreement limit how quickly AJB Capital can sell CRCW shares?

Yes. A leak-out provision provides that, upon closing, AJB Capital may not dispose of conversion and warrant shares in excess of 15% of the five-day volume-weighted average trading volume or 20,000,000 shares per trading day without The Crypto Company27s prior written consent.

Did The Crypto Company issue a press release about the debt conversion agreement?

Yes. On December 3, 2025, the company issued a press release announcing its entry into the Debt Conversion Agreement, furnished as Exhibit 99.1 to the report.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 12/03/2025 - 06:30 AM Learn about SEC filing dates

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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): November 26, 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 1.01 Entry into a Material Definitive Agreement.

On November 26, 2025 (the “Execution Date”), The Crypto Company (the “Company”) entered into a Debt Conversion Agreement (the “Agreement”) with AJB Capital Investments LLC (“Holder”). The Agreement was executed on the Execution Date, but the consideration contemplated therein will be delivered at a closing to occur on or before 30 days from the Execution Date (the “Closing”). The Company intends to file a subsequent Current Report on Form 8-K following the Closing, which will include the New Note, the form of Pre-Funded Warrant, the Security Agreement, and any other related closing documents.

The Holder has previously provided financing to the Company through various promissory notes (the “Notes”) issued pursuant to Securities Purchase Agreements between the Company and the Holder (collectively, the “SPAs”). As of the Execution Date, the Company has an outstanding principal balance and accrued but unpaid interest owed to the Holder under the Notes (collectively, the “Obligations”). Under the Agreement, the Parties agreed to convert $3,808,733 of the Obligations (the “Conversion Amount”), representing that portion of the Obligations evidenced by the Notes, into consideration to be delivered at Closing. At Closing, the Company will issue to the Holder 476,953,697 shares of the Company’s common stock, par value $0.001 per share (the “Conversion Shares”), will pay the Holder $500,000 in cash, and will issue to the Holder a pre-funded warrant to purchase up to 713,915,563 shares of the Company’s common stock (the “Warrant”).

The Parties acknowledge that, upon Closing, all outstanding Notes between the Parties will be cancelled and of no further force or effect, except for a single remaining obligation to be evidenced by an amended and restated promissory note (the “New Note”), which shall represent the sole remaining outstanding amount of the Obligations following the Closing. In connection with the conversion of the Conversion Amount, the Company and Holder have also agreed that, at Closing, they will amend and restate the Securities Purchase Agreement dated November 7, 2024 (the “Restated SPA”), which will provide the Holder with a second-priority, subordinated security interest in all assets of the Company pursuant to the Security Agreement dated November 7, 2024 and will govern the issuance of the New Note in the principal amount of $93,386, which shall be the only Note outstanding between the Parties following the Closing.

The Agreement includes a leak-out provision under which, upon Closing, the Holder may not sell, transfer, or otherwise dispose of Conversion Shares and Warrant Shares in the aggregate in excess of fifteen percent (15%) of the five-day volume-weighted average trading volume of the Company’s common stock, or 20,000,000 shares per Trading Day, without the prior written consent of the Company.

The Agreement also contains customary representations, warranties, covenants, and closing conditions that are typical for transactions of this nature.

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 Debt Conversion Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On December 3, 2025, the Company issued a press release announcing its entry into the Debt Conversion Agreement described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01, including Exhibit 99.1, 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
10.1		Debt Conversion Agreement, dated November 26, 2025, by and between the Company and AJB Capital Investments LLC.
99.1		Press Release, dated December 3, 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 3, 2025
	THE CRYPTO COMPANY
	By:	/s/ Ron Levy
	Name:	Ron Levy
	Title:	Chief Executive Officer, Interim CFO and Secretary