Crypto Co Enters Material Agreement

Ticker: CRCW · Form: 8-K · Filed: Oct 9, 2025 · CIK: 1688126

Sentiment: neutral

Topics: material-agreement

TL;DR

Crypto Co signed a big deal, details TBD.

AI Summary

The Crypto Company entered into a material definitive agreement on October 3, 2025. The filing does not disclose the other party involved in the agreement or the specific terms of the agreement, only that it is material.

Why It Matters

This filing indicates a significant new business relationship or transaction for The Crypto Company, the details of which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details about the material agreement introduces uncertainty regarding its nature and potential impact.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by The Crypto Company?

The filing does not specify the nature of the material definitive agreement.

Who is the other party to the material definitive agreement?

The filing does not disclose the identity of the other party to the agreement.

What are the key terms and conditions of the material definitive agreement?

The filing does not provide details on the key terms and conditions of the agreement.

What is the effective date of the material definitive agreement?

The earliest event reported is dated October 3, 2025, which is the date of the report.

Does this agreement represent a significant change in The Crypto Company's business operations?

The filing states it is a 'material definitive agreement', implying it is significant, but does not elaborate on the specific impact on operations.

Filing Stats: 1,235 words · 5 min read · ~4 pages · Grade level 12 · Accepted 2025-10-09 06:17:30

Key Financial Figures

Filing Documents

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): October 3, 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 Agreement On October 3, 2025, The Crypto Company (the " Company ") entered into a Subscription Agreement (the " Subscription Agreement ") with an accredited investor, White Dwarf LLC (the " Investor "), pursuant to which the Company agreed to sell and issue to the Investor 10,000,000 shares of the Company's common stock, par value $0.001 (" Common Stock ") for an aggregate purchase price of 0.437411 BTC. The Subscription Agreement contains customary representations, warranties and covenants that were made solely for the benefit of the parties to the Subscription Agreement. Such representations, warranties and covenants (i) are intended as a way of allocating risk between the parties to the Subscription Agreement 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 Agreement 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. Securities Purchase Agreement On October 8, 2025, the Company entered into a Securities Purchase Agreement (the " Purchase Agreement ") with Starchive.io, Inc., a Delaware corporation (" Starchive "), each of the equity holders of Starchive (collectively, the " Sellers " and each individually, a " Seller ") and Richard Averitt, as the Sellers' representative. Pursuant to the Purchase Agreement, the Company has agreed to acquire 50.1% of the outstanding capital stock of Starchive, subject to customary closing conditions. The transaction is expected to close on or about October 17, 2025, following the satisfaction of the closing conditions, which include customary third-party consents, approvals, and other closing deliverables. At the closing of the transaction, the Company will provide consideration comprised of cash, equity, and debt. The Company will issue to the Sellers an aggregate of $8,500,000 in principal amount of 5.0% notes, which will become convertible into equity only after three years, less any outstanding indebtedness of Starchive. The Company will also issue to the Sellers an aggregate of 433,633,691 shares of the Company's common stock (the " Shares "), representing approximately 9.99% of the Company's issued and outstanding common stock immediately prior to such issuance. The Shares will be issued as restricted securities subject to the transfer restrictions of Rule 144 under the Securities Act of 1933, as amended, and to any applicable contractual lock-up provisions. In addition, the Company w

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