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.
The Crypto Company (CRCW) reported another deeply loss-making and highly leveraged quarter for the period ended September 30, 2025. For the nine months, revenue from services was only $14,209 while net loss was $3,250,725, an improvement from a $5,905,168 loss a year earlier. Operating expenses were $1,647,383, including $690,877 of share-based compensation, and other expenses were driven by $925,925 of loss on debt extinguishment and $892,826 of interest expense.
The balance sheet remains strained. Total assets were $1,465,508, including cash of $446,954 and a new multi-coin cryptocurrency treasury of $1,018,554. Against this, total liabilities were $8,814,605, mostly notes payable and convertible debt, leaving stockholders’ deficit at $7,349,096. The company disclosed a working capital deficit of $8,355,498 and an accumulated deficit of $56,657,186 and stated there is substantial doubt about its ability to continue as a going concern.
To fund operations, CRCW relied heavily on high-interest promissory and convertible notes, primarily with AJB Capital and Fast Capital, plus an interest-free bitcoin-denominated note to Three Mile Creek Future LLC, often accompanied by warrants and stock issued as financing fees or for services. Common shares outstanding rose from 3,032,746,878 at December 31, 2024 to 4,137,864,773 at September 30, 2025, and to 4,774,311,278 by November 17, 2025. After quarter-end, the company acquired 50.1% of Starchive.io, Inc., adding a content management and monetization platform to its blockchain consulting and training business.
The Crypto Company announced the completion of its previously disclosed acquisition of a 50.1% interest in Starchive.io, Inc. The update was furnished under Item 7.01 (Regulation FD), meaning it is not deemed filed for liability purposes. Additional details are provided in Exhibit 99.1 (press release) dated October 20, 2025.
The Crypto Company completed the acquisition of 50.1% of Starchive.io, Inc., gaining a controlling interest. The purchase consideration included an aggregate of 433,633,689 shares of common stock, described as approximately 9.99% of the company’s issued and outstanding common stock immediately prior to issuance. The shares were issued as restricted securities under Rule 144 and may also be subject to contractual lock-ups.
The company also issued 5.0% Convertible Notes with an aggregate principal amount of $8,500,000 that will become convertible into equity only after three years, less any outstanding indebtedness of Starchive. In addition, the company agreed to contribute $3,000,000 in cash to Starchive in multiple tranches over twelve months to support working capital and growth. The issuance of the shares and notes was made in reliance on Section 4(a)(2). Required financial statements and pro forma information will be filed by amendment within 71 days.
Crypto Co (CRCW): Mark Andrew Uram filed Amendment No. 8 to Schedule 13D reporting beneficial ownership of 674,000,000 shares of common stock, representing 15.5% of the class based on 4,340,677,589 shares outstanding as of October 14, 2025.
He reports sole voting and sole dispositive power over all 674,000,000 shares. The stake was accumulated between July 12, 2024 and August 29, 2025 using personal funds, with shares held in street name through DTC.
Uram states he may acquire additional securities or dispose of holdings depending on various factors and, while having no present plan for actions listed in the rule, he reserves the right to consider future transactions, including potential extraordinary corporate actions.
Crypto Co filed a Form D claiming a Regulation D exemption under Rule 506(b) for an equity offering with a Total Offering Amount of $50,000, all of which has been sold. The filing shows 1 investor and a minimum investment of $10,000. The issuer is a Nevada corporation operating in Other Technology, with principal address in Malibu, California. Ronald Levy is listed as CEO, interim CFO and Secretary and Holly Ruxin as a director. The offering indicates No sales commissions or finders' fees and $0 paid to executive officers, directors or promoters from the proceeds. The issuer does not intend the offering to last more than one year and confirms the offering is not tied to a business combination.
CRCW entered a Subscription Agreement to sell 10,000,000 shares of common stock for 0.437411 BTC to an accredited investor, White Dwarf LLC, representing approximately 9.99% of the company's outstanding common stock immediately prior to issuance. The shares will be issued as restricted securities subject to Rule 144 transfer limits and any contractual lock-ups. Separately, the company will contribute an aggregate of $3,000,000 in cash to Starchive following closing, to be disbursed in multiple tranches over a 12-month period to support working capital and growth. The filing lists related exhibits and is signed by an officer.
Mark Andrew Uram reported a significant passive stake in Crypto Co. Between July 12, 2024 and August 29, 2025 Mr. Uram acquired 674,000,000 shares of Crypto Co common stock, representing 16.4% of the outstanding class based on the issuer's disclosure of 4,107,864,773 shares outstanding as of September 30, 2025. All shares were purchased from personal funds and are held in street name through the Depository Trust Company. The filing states the Reporting Person has no present plans to effect corporate changes described in Schedule 13D but explicitly reserves the right to acquire or dispose of shares and to propose or participate in future transactions, including potential extraordinary corporate transactions. The issuer's principal executive office is listed in Malibu, California.
Crypto Co filed a Form D reporting a Regulation D, Rule 506(b) exempt offering of equity that raised $711,000, with total sold equal to the offering amount and $0 remaining to be sold. The issuer is a Nevada corporation headquartered in Malibu, California, listing Ronald Levy as CEO, interim CFO and secretary and Holly Ruxin as a director. The offering listed a $10,000 minimum investment, identified 10 investors to date, and reported $0 in sales commissions, finders' fees, and payments to executive officers, directors or promoters. The filing indicates the offering is a new notice and that sales are not intended to continue beyond one year.