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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): September 23, 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.
Subscription
Agreements
Beginning
on September 23, 2025, The Crypto Company (the “Company”) executed Subscription Agreements (each, a “Subscription
Agreement” and collectively, the “Subscription Agreements”) with certain institutional and other accredited
investors: Jeffery G. Roberts, P.S.G. Poker LLC, Practivist Investors LLC, EKSA Holdings LLC, Jonathan Gunn, Windermere Property LLC,
Robert K. Tschannen-Moran and Megan Tschannen-Moran Joint Revocable Living Trust, Scott Averitt Irrevocable GST Trust U/A DTD 6/24/2021,
Old Well Fund LLC, and The New VC, LLC (each, an “Investor” and collectively, the “Investors”),
pursuant to which the Company agreed to sell and issue to the Investors an aggregate of 165,348,837 shares of the Company’s common
stock, par value $0.001 (“Common Stock”) for an aggregate purchase price of $661,000 and 0.43232 BTC.
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.
Amendment
to Promissory Note
The
Company and AJB Capital Investments LLC (the “Holder”) entered into a Third Amendment dated as of September 29, 2025
(“Third Amendment”) to that certain Promissory Note dated as of April 12, 2024 (“Promissory Note”).
The First Amendment to the Promissory Note dated as of May 1, 2024 (“First Amendment”), amended the Promissory Note
to (1) increase the principal amount of the Promissory Note from $120,000 to $148,889 and (2) extended the maturity date of the Promissory
Note to November 1, 2024. The Second Amendment to the Promissory Note dated as of May 15, 2024 (“Second Amendment”),
amends the Promissory Note, as amended by the First Amendment, to increase the principal amount of the Promissory Note from $148,889
to $185,555. The Third Amendment to the Promissory Note amends the Promissory Note, as amended by the First Amendment and Second Amendment
to extend the maturity date of the Promissory Note to March 29, 2026.
In
consideration for the extension of the maturity date, The Company will issue to the Holder 30,000,000 shares of Common Stock of the Company
(the “Extension Shares”) within five (5) business days of the date of the Third Amendment.
The
foregoing description of the Third Amendment to the Promissory Note is not complete and is qualified in its entirety by reference to
the text of such document, which is filed as Exhibit 10.2 hereto and which is 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. |
| 10.2 |
|
Third Amendment to Promissory Note, dated September 29, 2025, by and between the Crypto Company and AJB Investments LLC. |
| 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:
September 29, 2025 |
|
|
| |
|
|
| |
THE
CRYPTO COMPANY |
| |
|
|
| |
By: |
/s/
Ron Levy |
| |
Name: |
Ron
Levy |
| |
Title: |
Chief
Executive Officer, Interim CFO and Secretary |
