Crypto Co. Files 8-K: Material Agreement & Equity Sales
Ticker: CRCW · Form: 8-K · Filed: Sep 29, 2025 · CIK: 1688126
Sentiment: neutral
Topics: material-agreement, equity-sale, 8-k
TL;DR
Crypto Co. signed a big deal and sold some stock, filing it all on 9/29.
AI Summary
On September 23, 2025, Crypto Co. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing was made on September 29, 2025.
Why It Matters
This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial standing and future operations.
Risk Assessment
Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.
Key Numbers
- 000-55726 — SEC File Number (Identifies the company's filing history with the SEC.)
- 46-4212105 — IRS Employer Identification No. (Tax identification number for the company.)
Key Players & Entities
- Crypto Co. (company) — Registrant
- Nevada (jurisdiction) — State of incorporation
- Malibu, CA (location) — Business and mail address
- September 23, 2025 (date) — Earliest event reported
- September 29, 2025 (date) — Filing date
FAQ
What is the nature of the material definitive agreement entered into by Crypto Co.?
The filing does not specify the details of the material definitive agreement, only that one was entered into on September 23, 2025.
What type of equity securities were sold in the unregistered sale?
The filing mentions unregistered sales of equity securities but does not provide specific details about the type or amount of securities sold.
When was the earliest event reported in this 8-K filing?
The earliest event reported was on September 23, 2025.
What is Crypto Co.'s principal executive office address?
Crypto Co.'s principal executive office is located at 23823 Malibu Road, #50477, Malibu, CA 90265.
What is the SIC code for Crypto Co.?
The Standard Industrial Classification (SIC) code for Crypto Co. is 7374, which falls under SERVICES-COMPUTER PROCESSING & DATA PREPARATION.
Filing Stats: 1,153 words · 5 min read · ~4 pages · Grade level 12.7 · Accepted 2025-09-29 16:46:52
Key Financial Figures
- $0.001 — f the Company's common stock, par value $0.001 (" Common Stock ") for an aggregate pur
- $661,000 — k ") for an aggregate purchase price of $661,000 and 0.43232 BTC. The Subscription Agr
- $120,000 — ipal amount of the Promissory Note from $120,000 to $148,889 and (2) extended the maturi
- $148,889 — of the Promissory Note from $120,000 to $148,889 and (2) extended the maturity date of t
- $185,555 — of the Promissory Note from $148,889 to $185,555. The Third Amendment to the Promissory
Filing Documents
- form8-k.htm (8-K) — 46KB
- ex10-1.htm (EX-10.1) — 118KB
- ex10-2.htm (EX-10.2) — 3KB
- ex10-2_001.jpg (GRAPHIC) — 2865KB
- ex10-2_002.jpg (GRAPHIC) — 2245KB
- ex10-2_003.jpg (GRAPHIC) — 1262KB
- 0001493152-25-016022.txt ( ) — 9107KB
- crcw-20250923.xsd (EX-101.SCH) — 3KB
- crcw-20250923_lab.xml (EX-101.LAB) — 33KB
- crcw-20250923_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): September 23, 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 Agreements Beginning on September 23, 2025, The Crypto Company (the " Company ") executed Subscription Agreements (each, a " Subscription Agreement " and collectively, the " Subscription Agreements ") with certain institutional and other accredited investors: Jeffery G. Roberts, P.S.G. Poker LLC, Practivist Investors LLC, EKSA Holdings LLC, Jonathan Gunn, Windermere Property LLC, Robert K. Tschannen-Moran and Megan Tschannen-Moran Joint Revocable Living Trust, Scott Averitt Irrevocable GST Trust U/A DTD 6/24/2021, Old Well Fund LLC, and The New VC, LLC (each, an " Investor " and collectively, the " Investors "), pursuant to which the Company agreed to sell and issue to the Investors an aggregate of 165,348,837 shares of the Company's common stock, par value $0.001 (" Common Stock ") for an aggregate purchase price of $661,000 and 0.43232 BTC. The Subscription Agreements contain customary representations, warranties and covenants that were made solely for the benefit of the parties to the Subscription Agreements. Such representations, warranties and covenants (i) are intended as a way of allocating risk between the parties to the Subscription Agreements 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 Agreements 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. Amendment to Promissory Note The Company and AJB Capital Investments LLC (the " Holder ") entered into a Third Amendment dated as of September 29, 2025 (" Third Amendment ") to that certain Promissory Note dated as of April 12, 2024 (" Promissory Note "). The First Amendment to the Promissory Note dated as of May 1, 2024 (" First Amendment "), amended the Promissory Note to (1) increase the principal amount of the Promissory Note from $120,000 to $148,889 and (2) extended the maturity date of the Promissory Note to November 1, 2024. The Second Amendment to the Promissory Note dated as of May 15, 2024 (" Second Amendment "), amends the Promissory Note, as amended by the First Amendment, to increase the principal amount of the Promissory Note from $148,889 to $185,555. The Third Amendment to the Promissory Note amends the Promissory Note, as amended by the First Amendment and Second Amendment to extend the maturity date of the Promissory Note to March 29, 2026. In consideration for the extension of the maturity date, The Company will issue to the Holder 30,000,000 share