Crypto Co. Reports Material Agreement and Equity Sales

TL;DR

Crypto Co. inked a new deal, took on debt, and sold shares on Aug 13.

AI Summary

On August 13, 2025, Crypto Co. entered into a material definitive agreement related to its financial obligations. The company also reported on the creation of a direct financial obligation and unregistered sales of equity securities. The filing includes financial statements and exhibits.

Why It Matters

This filing indicates potential new debt or financing for Crypto Co. and the issuance of new shares, which could impact its financial structure and stock dilution.

Risk Assessment

Risk Level: medium — The filing details new financial obligations and unregistered equity sales, which can introduce financial risk and potential dilution.

Key Players & Entities

• Crypto Co. (company) — Registrant
• August 13, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 23823 Malibu Road, #50477, Malibu, CA 90265 (address) — Principal business address

FAQ

Key Financial Figures

• $0.001 — f the Company's common stock, par value $0.001 (" Common Stock ") for an aggregate of
• $100,000 — BTC, ETH and XRP, the " Tokens "), and $100,000 U.S. Dollars (" USD "). Each Investor
• $1,025,000 — the aggregate principal amount of up to $1,025,000. The Notes bear no interest and mature

Filing Documents

• form8-k.htm (8-K) — 47KB
• ex10-1.htm (EX-10.1) — 105KB
• ex10-2.htm (EX-10.2) — 55KB
• 0001641172-25-024722.txt ( ) — 392KB
• crcw-20250813.xsd (EX-101.SCH) — 3KB
• crcw-20250813_lab.xml (EX-101.LAB) — 33KB
• crcw-20250813_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

From the Filing

UNITED 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): 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. Item 1.01. Entry into a Material Definitive Agreement. On August 13, 2025 and August 14, 2025, The Crypto Company (the " Company ") executed Subscription Agreements (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 52,712,088 shares of the Company's common stock, par value $0.001 (" Common Stock ") for an aggregate of 3 Bitcoin (" BTC "), 5.07 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 "). Each Investor agreed to purchase, and the Company agreed to issue to each Investor, a Convertible Promissory Note (each, a " Note "), with the aggregate principal amount of up to $1,025,000. The Notes bear no interest and mature six months from the date of issuance of the Notes (" Maturity Date "), unless earlier converted or repaid in accordance with their terms. On the Maturity Date, at 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 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 Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Subscription Agreement and the form of Convertible Note, copies of which are filed as Exhibits 10.1 and 10.2, respectively, hereto and incorporated herein by reference. Item 2.03. Cre

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