Crypto Co SEC Filings

The Crypto Company entered into Subscription Agreements with Three Mile Creek Future LLC, Bryn Rodriguez, and Ron Levy on June 6, 2026 and June 11, 2026 to sell an aggregate of 96,000,000 shares of common stock, par value $0.001, for a total cash purchase price of $300,000 in a private placement exempt from registration under Section 4(a)(2) and Rule 506(b) of the Securities Act.

The investors are accredited and represented that they are purchasing for investment, without general solicitation or advertising. In addition to the shares, each investor receives a prepaid warrant to participate in a future private placement offering of the company, if any, on terms set out in the agreements.

The Crypto Company entered into Subscription Agreements with Boulder Syndicate Ltd and Ron Levy to sell 17,600,000 shares of common stock in a private placement. The aggregate purchase price is $55,000, structured mainly as debt-for-equity compensation conversion.

Of the total, $50,000 is satisfied by cancelling accrued but unpaid compensation owed to Ron Levy, with the remaining amount paid in cash. Each investor also receives a prepaid warrant giving the right to participate in a future private placement, if any, on terms set in the agreements. The transaction relies on Section 4(a)(2) and Rule 506(b) exemptions and is limited to accredited investors.

Levy Ron reported open-market purchase transactions in this Form 4 filing.

Crypto Co CEO and Interim CFO Levy Ron reported acquiring 16,000,000 shares of Common Stock on May 11, 2026. The shares were received at $0.0000 per share under a subscription agreement in lieu of prior cash compensation owed. Following this transaction, his reported holdings total 747,256,390 shares of Common Stock, which now also reflect 835,617 previously omitted shares noted in the filing.

The Crypto Company entered into Subscription Agreements with Golden Compass Ventures Entity and Three Mile Creek Future LLC on April 22, 2026 to sell an aggregate of 24,000,000 shares of common stock in a private placement exempt from registration. The investors will pay 0.74316232 BTC and $25,000 in cash as consideration, with the fair market value of the digital asset fixed as of the execution date. Each investor also receives a prepaid warrant to participate in a future private placement offering of the company, if any, under the terms of the agreements.

The Crypto Company notified the SEC it cannot timely file its Annual Report on Form 10-K for the year ended December 31, 2025 by the original due date of March 31, 2026. The company attributes the delay to limited financial reporting resources and the need for additional time to prepare and review its financial statements and disclosures. It currently expects to file within the 15-calendar-day extension available under Rule 12b-25.

The Crypto Company completed the acquisition of the Frame blockchain assets through its subsidiary, Frame Intelligence, LLC. The deal transfers all technology and intellectual property needed to own and operate the Frame Layer 1 blockchain, described as a liquidity and interoperability layer connecting fragmented crypto networks.

Instead of upfront cash or stock, consideration consists of milestone-based issuances of common stock to Frame Holdings, including 2.5% of outstanding shares upon sustained $100 million market capitalization and a $100 million fully diluted Frame valuation, plus additional tranches with aggregate potential value of about $50.5 million tied to higher market cap and valuation thresholds up to $1.0 billion.

The company committed at least $2.0 million to fund Frame Intelligence within 120 days of closing, subject to an optional extension for a $100,000 payment. A Consulting Agreement engages Frame Holdings, led by Frame creator Sean Docherty, to provide strategic and technical services for $20,000 per month with automatic increases at higher valuation milestones, severance protections, and a path for Docherty to become Chief Blockchain Officer and a board member.

The Crypto Company entered a Mutual Transfer and Release Agreement on March 19, 2026 to fully unwind its October 2025 acquisition of 50.1% of Starchive.io, Inc. The deal is rescinded as if it never happened.

The company transferred back all Starchive shares to the sellers, who in turn surrendered and cancelled an aggregate of 433,633,691 previously issued Crypto Company common shares. All convertible promissory notes tied to the original transaction were also surrendered and cancelled, leaving no principal or interest outstanding.

As part of the rescission and mutual release, the company issued 151,748,756 restricted common shares to Starchive in a private, unregistered transaction relying on Section 4(a)(2). The net effect is a material reduction in outstanding shares and the elimination of related debt, with the company’s maximum liability under the new agreement capped at $500,000.

The Crypto Company filed a report announcing a change in its independent auditor. The board dismissed Bush & Associates CPA LLC as auditor, effective March 12, 2026, and approved the appointment of Beckles & Co. for the fiscal year ending December 31, 2025.

Bush’s audit reports for 2024 and 2023 were unqualified but included an explanatory paragraph about factors raising substantial doubt about the company’s ability to continue as a going concern. The company reports no disagreements with Bush and no reportable events other than previously disclosed material weaknesses in disclosure controls and internal control over financial reporting.

The company also states it had not consulted Beckles on accounting or auditing matters before this appointment. A confirmation letter from Bush, dated March 12, 2026, is filed as an exhibit.