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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): October 3, 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
Agreement
On
October 3, 2025, The Crypto Company (the “Company”) entered into a Subscription Agreement (the “Subscription
Agreement”) with an accredited investor, White Dwarf LLC (the “Investor”), pursuant to which the Company
agreed to sell and issue to the Investor 10,000,000 shares of the Company’s common stock, par value $0.001 (“Common Stock”)
for an aggregate purchase price of 0.437411 BTC.
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.
Securities
Purchase Agreement
On
October 8, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Starchive.io,
Inc., a Delaware corporation (“Starchive”), each of the equity holders of Starchive (collectively, the “Sellers”
and each individually, a “Seller”) and Richard Averitt, as the Sellers’ representative.
Pursuant
to the Purchase Agreement, the Company has agreed to acquire 50.1% of the outstanding capital stock of Starchive, subject to customary
closing conditions. The transaction is expected to close on or about October 17, 2025, following the satisfaction of the closing conditions,
which include customary third-party consents, approvals, and other closing deliverables.
At
the closing of the transaction, the Company will provide consideration comprised of cash, equity, and debt. The Company will issue to
the Sellers an aggregate of $8,500,000 in principal amount of 5.0% notes, which will become convertible into equity only after three
years, less any outstanding indebtedness of Starchive. The Company will also issue to the Sellers an aggregate of 433,633,691 shares
of the Company’s common stock (the “Shares”), representing approximately 9.99% of the Company’s issued
and outstanding common stock immediately prior to such issuance. The Shares will be issued as restricted securities subject to the transfer
restrictions of Rule 144 under the Securities Act of 1933, as amended, and to any applicable contractual lock-up provisions. In addition,
the Company will contribute an aggregate of $3,000,000 in cash to Starchive following the closing, to be disbursed in multiple tranches
over a twelve-month period to support working capital and business growth.
The
Purchase Agreement contains customary representations, warranties, covenants, and indemnification provisions for a transaction of this
nature. The closing of the transaction is subject to the satisfaction or waiver of customary closing conditions, and there can be no
assurance that the transaction will be consummated on the terms described herein, if at all. The foregoing description of the Purchase
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which
is filed as Exhibit 10.2 to this Current Report on Form 8-K 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
7.01. Regulation FD Disclosure.
On
October 9, 2025, the Company issued a press release announcing that it had entered into the Purchase Agreement described in Item 1.01
above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Subscription Agreement. |
| 10.2 |
|
Securities Purchase Agreement, dated October 8, 2025, by and among the Company, Starchive.io, Inc., its equity holders, and Richard Averitt. |
| 99.1 |
|
Press Release issued by The Crypto Company dated October 9, 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:
October 9, 2025 |
|
|
| |
|
|
| |
THE
CRYPTO COMPANY |
| |
|
|
| |
By: |
/s/
Ron Levy |
| |
Name: |
Ron
Levy |
| |
Title: |
Chief
Executive Officer, Interim CFO and Secretary |
