Crypto Co. Files 8-K/A Amendment

TL;DR

Crypto Co. filed an 8-K/A amendment on Aug 13, 2025, detailing new financial obligations and equity sales.

AI Summary

On August 13, 2025, Crypto Co. filed an 8-K/A amendment to report the entry into a material definitive agreement, the creation of a direct financial obligation, and unregistered sales of equity securities. The filing also includes Regulation FD disclosures and financial statements/exhibits.

Why It Matters

This amendment provides updated information on significant financial and contractual events for Crypto Co., which could impact investors' understanding of the company's financial obligations and equity structure.

Risk Assessment

Risk Level: medium — The filing indicates new financial obligations and unregistered equity sales, which can introduce financial and regulatory risks.

Key Players & Entities

• Crypto Co. (company) — Registrant
• August 13, 2025 (date) — Earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 46-4212105 (tax_id) — IRS Employer Identification No.
• 000-55726 (filing_number) — Commission File Number

FAQ

Key Financial Figures

• $0.001 — f the Company's common stock, par value $0.001 (" Common Stock "). In addition, the In
• $100,000 — BTC, ETH and XRP, the " Tokens "), and $100,000 U.S. Dollars (" USD "). The Notes bea

Filing Documents

• form8-ka.htm (8-K/A) — 50KB
• ex10-1.htm (EX-10.1) — 106KB
• ex10-2.htm (EX-10.2) — 55KB
• ex99-1.htm (EX-99.1) — 10KB
• 0001641172-25-025020.txt ( ) — 412KB
• crcw-20250813.xsd (EX-101.SCH) — 3KB
• crcw-20250813_lab.xml (EX-101.LAB) — 33KB
• crcw-20250813_pre.xml (EX-101.PRE) — 22KB
• form8-ka_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 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. Explanatory Note This Amendment amends the Current Report on Form 8-K of The Crypto Company filed on August 19, 2025, for the purpose of amending and restating Items 1.01, 2.03, and 3.02 to include an additional investment, adding Item 7.01 and Exhibit 99.1. Item 1.01. Entry into a Material Definitive Agreement. Beginning on August 13, 2025, The Crypto Company (the " Company ") executed Subscription Agreements (each, a " Subscription Agreement " and collectively, the " Subscription Agreements ") with certain accredited investors: Eksa Holdings LLC, Practivist Investors LLC, Richard G Averitt, Robert Nail, and Ryan Crownholm (each, an " Investor " and collectively, the " Investors "), pursuant to which it issued an aggregate of 65,043,533 shares of the Company's common stock, par value $0.001 (" Common Stock "). In addition, the Investor purchased, and the Company issued Convertible Promissory Notes (each, a " Note " and collectively, the " Notes ") with the aggregate principal amount of 3 Bitcoin (" BTC "), 47.07 Ethereum (" ETH "), 110,505 XRP (" XRP "), 733.83 Avalanche (" AVAX " and together with BTC, ETH and XRP, the " Tokens "), and $100,000 U.S. Dollars (" USD "). The Notes bear no interest and mature six months from the date of issuance of each Note (the " Maturity Date "), unless earlier converted or repaid in accordance with its terms. On the Maturity Date, at each Investor's election, the Notes are either: (a) converted into a number of shares equal to 135% of the principal amount of each Note divided by the cash value of one share of Common Stock, as determined by the average close price for the prior 10 trading days calculated on the Maturity Date; or (b) (i) if Investor contributes USD, repaid in BTC, in an amount equal to the BTC market value of the principal amount of the Note on the date the Company purchases BTC, or (ii) if Investor contributes Tokens, repaid in the same Token, in the quantity contributed. In case an Investor fails to make a conversion election, the principal amount of each Note shall convert into shares of Common Stock. An Investor may request full repayment of a Note at any time prior to the Maturity Date. If Investor contributes USD, the Note will be repaid in BTC, in an amount equal to 90% of the BTC market value of the principal amount of the Note on the date the Company purchases BTC. If Investor contributes Tokens, the Note will be repaid in the same Token, in an amount equal to 90% of the quantity of contributed Token. The Notes contain customary representations, warranties, and covenants of the Company, as well as standard events of default. Pursuant to the Subscription Agreements, the Company issued to each Investor a number of shares of Common Stock equal to 5% of the principal amount of the Note issued to such Investor, divided by a share price based on the volume-weighted average price over the 10 trading days preceding the date of the Note. The foregoing description of the Subscription Agreements and Convertible Not

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