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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): June 24, 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
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On
June 24, 2026, the Audit Committee of the Board of Directors (the “Board”) of The Crypto Company, Inc. (the “Company”),
in consultation with the Board, management, and the Company’s independent registered public accounting firm, Beckles & Co.
(“Beckles”), concluded that the Company’s previously issued audited financial statements for the fiscal year ended
December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the
“SEC”) on June 13, 2025 (the “Original Filing”), should no longer be relied upon.
Beckles
determined that, for the year ended December 31, 2024, the Company had inadvertently failed to record a derivative liability of $1,319,366
related to certain convertible debt. Based on this determination, Beckles recommended that the Company undertake a re-audit of its financial
statements for such period.
The
Company intends to correct this error by filing an amendment to the Original Filing.
The
Audit Committee, the Board, and management have discussed the matters disclosed in this Item 4.02 with Beckles.
Cautionary
Statement Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements which include, but are not limited to, the expected adjustments and impacts
to the Company’s financial statements as a result of the determination described under Item 4.02 above. These forward-looking statements
are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. The Company’s expectations
and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially from those contemplated by
these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including but not limited to risks
and uncertainties related to: the Company’s ability to maintain an effective system of internal control over financial reporting.
Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking
statements are included under the caption “Risk Factors” in the Company’s reports on Form 10-K, Form 10-Q or Form 8-K
filed with the SEC from time to time. The forward-looking statements included in this Current Report on Form 8-K are made only as of
the date hereof. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required
by law.
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: June 24, 2026 |
|
|
| |
|
|
| |
THE CRYPTO COMPANY |
| |
|
|
| |
By: |
/s/ Ron Levy |
| |
Name: |
Ron Levy |
| |
Title: |
Chief Executive Officer, Interim CFO and Secretary |
