Crypto CO 8-K Filing

Key Financial Figures

• $855,579.26 — issory Notes issued to the Investors is $855,579.26. Each new Promissory Note has a maturit
• $0.001 — f the Company's common stock, par value $0.001 per share (the " Conversion Shares "),
• $500,000 — per share (the " Conversion Shares "), $500,000 in cash, and a pre-funded warrant to pu
• $0.0001 — ). The Warrant has an exercise price of $0.0001 per share. Additionally, the Company
• $93,386 — AJB Note ") in the principal amount of $93,386, which shall be the only note outstandi
• $855,579 — rs in the aggregate principal amount of $855,579.26, and the issuance of the New AJB Not

Filing Documents

• form8-k.htm (8-K) — 54KB
• ex10-1.htm (EX-10.1) — 31KB
• ex10-2.htm (EX-10.2) — 119KB
• ex10-3.htm (EX-10.3) — 77KB
• ex10-5.htm (EX-10.5) — 145KB
• ex10-6.htm (EX-10.6) — 148KB
• ex10-7.htm (EX-10.7) — 121KB
• 0001493152-25-027061.txt ( ) — 988KB
• crcw-20251204.xsd (EX-101.SCH) — 3KB
• crcw-20251204_lab.xml (EX-101.LAB) — 33KB
• crcw-20251204_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 4 th and 5 th , 2025, the Crypto Company (the " Company ") entered into Conversion Agreements with Eksa Holdings LLC, Practivist Investors LLC, and Robert Nail (each, an " Investor " and collectively, the " Investors "), pursuant to which the Company issued an aggregate of 271,136,940 shares of its common stock to the Investors (" Shares ") in exchange for the early conversion of certain outstanding promissory notes from August 2025 (the " Original Notes ") previously held by the Investors (the " Conversion Agreements "). The number of shares issued represented 135% of the present value of the principal amount of the Original Notes, calculated using the seven-day average market price of the relevant tokens under the Original Notes and the five-trading-day volume-weighted average price (VWAP) of the Company's common stock for the period from November 19, 2025 through November 25, 2025. As additional consideration for the Investors' to enter into the Conversion Agreements, the Company issued to each Investor a new Promissory Note in the original principal amount of each Investor's Original Note (each a " Promissory Note " and collectively, the " Promissory Notes "). The aggregate principal amount of the new Promissory Notes issued to the Investors is $855,579.26. Each new Promissory Note has a maturity date that is the same as the maturity date of the respective Original Note being converted. Under the terms of the Promissory Notes, an Investor may not request repayment of a Promissory Note at any time prior to the maturity date. Each new Promissory Note is secured by a subordinated security interest in all assets of the Company, pursuant to a Security Agreement (each a " Security Agreement " and collectively, the " Security Agreements "). Each of the security interests under the Security Agreements are subordinated to those held by Three Mile Creek and AJB Capital Investments LLC. The Promissory

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 is incorporated herein by reference. The Shares, Promissory Notes, Conversion Shares, and New AJB Note were issued in reliance upon exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder, as the transactions did not involve a public offering, the investors were "accredited investors" within the meaning of Rule 501 of Regulation D, and the investors acquired the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Form of Conversion Agreement dated as of November 25, 2025. 10.2 Form of Promissory Note dated as of December 4, 2025. 10.3 Form of Security Agreement dated as of December 4, 2025. 10.4 Conversion Agreement dated as of November 26, 2025, by and between the Company and AJB Capital Investments LLC (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed on December 3, 2025). 10.5 Amended and Restated Securities Purchase Agreement dated as of December 10, 2025, by and between the Company and AJB Capital Investments LLC. 10.6 Amended and Restated Promissory Note dated as of December 10, 2025, by and between the Company and AJB Capital Investments LLC. 10.7 Pre-Funded Warrant dated as of December 10, 2025, by and between the Company and AJB Capital Investments LLC. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 10, 2025 THE CRYPTO COMPANY By: /s/ Ron Levy Name: Ron Levy Title: Chief Executive Officer, Interim CFO and Secretary

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