CRCW 8-K/A
Crypto Co (CRCW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
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| (Address of principal executive offices) | (Zip Code) |
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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) | |
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| 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
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 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. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The issuance of (i) Common Stock pursuant to the Subscription Agreements, (ii) the Notes and (iii) the underlying shares of Common Stock upon conversion of the Notes was made in reliance on the exemption from registration provided by 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 Investor was an “accredited investor” 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.
Item 7.01. Regulation FD Disclosure.
On August 21, 2025, the Company issued a press release announcing the transactions described in Item 1.01 of this Current Report on Form 8-K, as well as providing an update on the Company’s cryptocurrency treasury management and related investment strategy. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Subscription Agreement. | |
| 10.2 | Form of Convertible Note. | |
| 99.1 | Press Release of The Crypto Company dated August 21, 2025. | |
| 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: August 21, 2025 | ||
| THE CRYPTO COMPANY | ||
| By: | /s/ Ron Levy | |
| Name: | Ron Levy | |
| Title: | Chief Executive Officer, Interim CFO and Secretary | |
Exhibit 10.1
The securities offered hereby have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state and are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and such laws. The securities are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and such laws. The securities have not been approved or disapproved by the Securities and Exchange Commission (the “SEC”), any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of this offering. Any representation to the contrary is unlawful.
Any subscription materials included herewith are for your confidential use only and may not be reproduced.
The Crypto Company
SUBSCRIPTION AGREEMENT
This Subscription Agreement (this “Agreement”) is dated as of August ____, 2025 by and between The Crypto Company, a Nevada corporation (the “Company”), and ________ (the “Subscriber”).
The parties agree as follows:
1. Subscription. Subject to the terms contained herein and in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration set forth in the Convertible Promissory Note issued by the Company to the Subscriber on the date hereof (the “Note”), the receipt and sufficiency of which are hereby acknowledged, the Subscriber hereby subscribes (the “Subscription”) to purchase from the Company, and the Company hereby agrees to issue and sell to the Subscriber a total of _______ shares (the “Subscription Shares”), of common stock of the Company, par value $0.001 per share (the “Common Stock”), in a private placement in reliance on the exemptions from registration provided under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder (“Regulation D”) and applicable state exemptions.
2. Subscription Shares; Method of Payment. The Subscriber hereby subscribes to purchase the Subscription Shares.
3. Closing. This Agreement shall not be binding on the Company until this Agreement has been accepted by the Company, which shall be evidenced by the Company countersigning this Agreement and the delivery thereof to the Subscriber. The closing of the purchase and sale of the Subscription Shares (the “Closing”) shall occur upon the delivery of the Subscriber’s signature to this Agreement and the Note to the Company, the Company’s acceptance of this Agreement and delivery of its signature hereto and to the Note, and transfer of the Principal Amount (as defined in the Note) from the Subscriber to the Company.
4. Subscription Irrevocable. This Subscription is irrevocable, and the Subscriber agrees it is not entitled to cancel, terminate, or revoke this Subscription.
5. Conditions to Obligations of the Company. The obligations of the Company to issue the Subscription Shares to the Subscriber at the Closing are subject to the fulfillment (or waiver by the Company), before or at the time of the Closing, of each of the following conditions:
A. Accredited Investor. The Company has a reasonable belief that the Subscriber is an “Accredited Investor” as such term is defined in Rule 501(a) of Regulation D and the purchase of the Subscription Shares is a suitable investment for the Subscriber as represented in Section 10 of this Agreement.
B. Execution of Subscriber Documents. The Subscriber will have executed and delivered (i) this Agreement, and (ii) the Subscriber Questionnaire attached hereto as Exhibit A. Together this Agreement and the Subscriber Questionnaire are hereinafter referred to as the “Investor Documents.”
C. Accuracy of the Subscriber’s Representations. The representations made by the Subscriber in this Agreement and in the Subscriber Questionnaire (which is incorporated by this reference as part of this Agreement) shall be accurate in all material respects when made and at the time of Closing.
D. Performance by the Subscriber. The Subscriber shall have duly performed and complied in all material respects with all agreements, covenants and conditions contained in this Agreement required to be performed or complied with by the Subscriber before the Closing.
6. Information Documents.
A. Receipt of Information Documents. The Subscriber has been furnished with and hereby acknowledges receipt of all of the information and documents it has requested in connection with this investment, including all reports and filings made by the Company with the Securities and Exchange Commission pursuant to Section 13(a) and Section 14 of the Securities Exchange Act of 1934, as amended (collectively, the “Information Documents”).
B. Information Document Acknowledgement. The Subscriber has reviewed (or had its legal, tax or financial advisers review) to the extent the Subscriber deemed appropriate, and understands, the contents of the Information Documents. The Subscriber acknowledges that the Company has provided the Subscriber with information about the subscription in the Subscription Shares in light of the Subscriber’s status as an “Accredited Investor” and the Subscriber’s business and financial sophistication. The Subscriber acknowledges the Information Documents do not provide all of the information that a non-accredited investor would be entitled to receive under Regulation D.
7. Representations of the Company.
A. The Company represents and warrants to the Subscriber that the Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada and has all requisite power and authority to carry on its business as proposed to be conducted and to issue the Subscription Shares to the Subscriber.
8. Covenants and Representations of the Subscriber. Knowing the Company will rely on the following information to determine the applicability of various securities laws, the suitability of the Subscriber as an investor in the Company, and for certain other purposes, the Subscriber hereby covenants, represents and warrants (as applicable) to the Company that:
A. Accredited Investor. The Subscriber is an “Accredited Investor” as such term is defined under Rule 501(a) of Regulation D.
B. Securities Not Registered. The Subscriber understands the Subscription Shares have not been registered under the Securities Act in reliance on certain exemptions thereunder for transactions not involving any public offering or under the laws of any state, and the Subscription Shares have not been approved or disapproved by the SEC or by any other federal or state agency. The Subscriber understands that the Company is under no obligation to assist the Subscriber in complying with any exemption from registration under the Securities Act or under the securities laws of any state.
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C. Risks. The Subscriber recognizes an investment in the Subscription Shares involves a significant degree of risk and understands such risks, including those set forth in the Information Documents.
D. Investment Intent. The Subscriber is acquiring the Subscription Shares subscribed hereby solely for the Subscriber’s own account for investment and not on behalf of other persons and not with a view to or for resale, division, or distribution thereof, or the grant of any participation therein. The Subscriber has no present intent to distribute or sell to any other person any of such Securities or to grant any participation therein.
E. Transfers Restricted. The Subscriber acknowledges that the Subscription Shares will be issued as “restricted securities” under the Securities Act and may not be sold or otherwise transferred until the earlier of (i) the six-month anniversary of this Agreement or (ii) registration of the Subscription Shares under the Securities Act, after which the Subscription Shares can be sold on the open market. In connection with any proposed sale or transfer of the Subscription Shares in reliance upon Rule 144 under the Securities Act, the Company may require the Subscriber to obtain, at the Subscriber’s sole cost and expense, a customary legal opinion of counsel reasonably satisfactory to the Company, including from the Company counsel at a pre-determined rate, and its transfer agent to the effect that such sale or transfer is in compliance with the Securities Act. The Subscriber agrees that any fees and expenses of counsel in preparing and delivering such opinion shall be borne by the Subscriber.
F. Restricted Securities. The Subscription Shares shall be restricted securities under the Securities Act and certificates representing the Subscription Shares (if any) will contain legends substantially as follows:
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
G. Sophistication. The Subscriber has such knowledge and experience in business and financial matters as to be capable of evaluating the Company and the proposed activities thereof and the risks and merits of an investment in the Company and of making an informed investment decision therein.
H. Proportionality and Suitability. The Subscriber can bear the economic risk of the investment, including a complete loss thereof without impairing the Subscriber’s ability to provide for the Subscriber (and, in the case of an individual Subscriber, his or her family) in the same manner as the Subscriber was prior to making such investment. The nature and amount of the investment is suitable for the Subscriber and consistent with the Subscriber’s overall investment program and financial condition.
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I. Authorization of Agreement, etc. The Subscriber has the full capacity, power and authority to execute and deliver to the Company this Agreement and the Investor Documents. This Agreement and the Investor Documents are the legal, valid and binding obligations of the Subscriber enforceable against the Subscriber in accordance with their terms, except as such enforceability may be affected by (a) applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws and court decisions of general application, including, without limitation, statutory and other laws regarding fraudulent or preferential transfers relating to, limiting or affecting the enforcement of creditors’ rights generally; or (b) general principles of equity, including the effect of such general principles of equity upon the specific enforceability of any of the remedies, covenants or other provisions contained herein or therein and their application (regardless of whether enforcement is considered in a proceeding at law or in equity or in accordance with arbitration) as such principles relate to, limit or affect the enforcement of creditors’ rights generally.
J. Legal Representation. The Subscriber acknowledges that: (i) BakerHostetler LLP (the “Firm”), has represented the Company in connection with the offering of the Note and the Subscription Shares and assisted the Company with certain of the other documents in its capacity as counsel for the Company; (ii) the Firm does not represent the Subscriber; and (iii) the Subscriber is advised and encouraged by the Firm to seek independent counsel in connection with the Subscriber’s purchase of the Subscription Shares and the Note. The Firm is an intended third-party beneficiary of this provision.
K. Update of Representations; Reliance by the Company. All information the Subscriber has provided or will provide to the Company in connection with this Agreement is true, correct and complete as of the date of execution of this Agreement and as of the date of the Closing. The Subscriber will promptly provide to the Company written notice of any material changes in such information and such information will be true, correct and complete as of the date given and as of the date of the Closing.
L. Tax Considerations. The Subscriber is not relying on the Company or any of the Company’s professional advisers with respect to individual tax considerations involved in an investment in the Subscription Shares. The Subscriber understands and acknowledges there can be no assurances as to the tax results of an investment in the Subscription Shares.
M. Access to Information. The Subscriber has either consulted its own investment adviser, attorney or accountant about the investment in and proposed purchase of the Subscription Shares and the suitability to the Subscriber or chosen not to do so, despite the recommendation of such course of action by the Company. The Subscriber (or its professional advisers) has been provided an opportunity to ask questions of, and the Subscriber has received answers thereto that are satisfactory to the Subscriber from, the Company and its representatives regarding the Company, the Information Documents and other matters pertaining to the Company and this investment, and the Subscriber has obtained all additional information requested by the Subscriber. The Subscriber acknowledges the Subscriber has received or had the opportunity to request and review all information regarding the Company and this investment material to the Subscriber’s investment decision regarding the Subscription Shares.
N. Relationship with the Company. The Subscriber has a substantial pre-existing personal or business relationship with the Company or its representatives, affiliates or control persons to evaluate the merits and risks of his investment. The Subscriber represents that because of this personal or business relationship with the Company or its representatives, affiliates or control persons, the Subscriber has had access to information about the Company and its business.
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O. No Representations, Warranties or Covenants. None of the Company or any of its officers, directors, employees, managers, members, agents or affiliates has made any oral or written representations, warranties or covenants to the Subscriber, other than those expressly set forth herein.
9. Indemnification. The Subscriber agrees to indemnify the Company and its officers, directors, employees, managers, members, agents and affiliates and any person acting on behalf of any of the foregoing, from and against all damage, loss, penalty, liability, cost and expense (including reasonable attorneys’ fees) which any of them may incur by reason of any breach of this Agreement by the Subscriber, including, without limitation, any inaccuracy contained in the Subscriber’s representations, warranties or agreements in this Agreement.
10. Verification. The Subscriber hereby authorizes the Company to verify any of the information set forth in this Agreement. The Subscriber understands the Subscriber may be required to furnish additional information to the Company in connection with this Agreement.
11. Rejection. The Company may reject this Subscription in whole or in part in its sole discretion, and prior to the Closing may withdraw, cancel or modify the offering of the Subscription Shares.
12. Assignability. This Subscription is neither transferable nor assignable by the Subscriber.
13. Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Nevada without regard to the law of conflicts thereof.
14. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, legal representatives, successors, and permitted assigns, as the case may be. If the Subscriber is more than one person, the obligations hereunder shall be joint and several and the agreements, representations, warranties, and acknowledgments contained herein shall be deemed to be made by and be binding upon each such person and his, her or its heirs, executors, administrators, legal representatives, successors, and permitted assigns, as the case may be.
15. Notices. Whenever notice is required or permitted by this Agreement to be given, such notice will be in writing and will be deemed to have been given (a) upon personal delivery, if delivered by hand, (b) three days after the date of deposit in the mail, postage prepaid, return receipt requested, if mailed by certified or registered mail, or (c) the next business day if sent by a prepaid overnight courier service, and in each case to the notice address below or to such other address or addresses as such party will have furnished to the other party in writing:
| If to the Subscriber: | To the address set forth below the Subscriber’s signature. | |
| If to the Company: | The Crypto Company | |
| 23823 Malibu Road, Suite 50477 | ||
| Malibu, California 90265 |
Notwithstanding the foregoing, no notice to a party will be deemed received on a day that is not a business day in the jurisdiction in which notices are to be addressed to such party and any such notice will not be effective until the next succeeding business day in such jurisdiction.
16. Pronouns; Survival. Where the context so indicates in this Agreement, the masculine pronouns shall include the feminine and neuter pronouns, singular pronouns shall include the plural pronouns, and the word “person” shall include a corporation or other legal entity. The representations, warranties, covenants, and agreements contained herein shall survive the Closing.
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17. Counterparts. This Agreement may be executed in one or more counterparts, all of which will constitute one and the same instrument. This Agreement may be delivered by facsimile transmission or by scanned e-mail transmission. This Agreement will be considered to have been executed by a person if there exists a photocopy, facsimile copy, scanned copy, or a photocopy of a scanned or facsimile copy of an original hereof or of a counterpart hereof which has been signed by such person. Any photocopy, scanned copy, facsimile copy, or photocopy of facsimile copy of this Agreement or a counterpart hereof will be admissible into evidence in any proceeding as though the same were an original.
18. Entire Agreement. This Agreement, the exhibits hereto (which are incorporated herein by this reference) and the Note constitute the entire agreement between the parties hereto with respect to the subject matter hereof and specifically supersedes any prior agreement, arrangement, or understanding between the parties regarding such subject matter, whether written or oral. All section and exhibit references herein, unless specifically indicated otherwise, refer to sections of or exhibits to this Agreement.
19. Type of Ownership. The Subscriber wishes to own the Subscription Shares as follows (check one):
________Separate or individual property;
________Joint tenants with right of survivorship;
________Tenants by the entirety;
________Tenants in common;
________Community property;
| Trust (include name of trust, name(s) of trustee, and include a copy of the trust instrument); | |
| Partnership (include a copy of the partnership agreement and written consent of all general partners authorizing the Subscription): | |
| Corporation (include a copy of the articles of incorporation and corporate resolution authorizing the Subscription); | |
| Limited liability company (include a copy of the articles of organization, operating agreement, and written consent of the manager(s) authorizing the Subscription): or | |
| Other (indicate): __________ |
20. Name. The name(s) in which the Subscription Shares are to be held:
[Remainder of Page Intentionally Left Blank]
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The Subscriber hereby represents that he, she, or it has read this Subscription Agreement in its entirety.
By executing this Subscription Agreement, the Subscriber hereby confirms the Subscriber’s agreement with the Company and hereby agrees to be bound by all of the terms herein and by the other agreements contemplated hereby and to perform all obligations imposed thereunder upon a stockholder of the Company with respect to the subscribed Securities.
Date: August , 2025
Subscriber
Signature
Print or Type Name
Social Security/Tax I.D. No.
Street Address
City State Zip
Daytime Telephone Number
SPECIAL INSTRUCTIONS: Individual Subscribers must list their principal place of residence rather than their office or other address on this signature page; whereas a Subscriber that is an entity must list the location of its principal office as its address on this signature page. FAILURE TO FOLLOW THESE INSTRUCTIONS MAY SUBJECT THE COMPANY TO PENALTIES UNDER FEDERAL, STATE AND OTHER APPLICABLE LAWS.
ACCEPTANCE:
SUBSCRIPTION ACCEPTED THIS ____ DAY OF AUGUST, 2025
The Crypto company
| Name: | Ron Levy | |
| Title: | Chief Executive Officer | |
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Exhibit A
SUBSCRIBER QUESTIONNAIRE
To qualify as an accredited investor the Subscriber must satisfy the requirements of at least one of the categories listed below. Please indicate which categories apply to the Subscriber.
I hereby represent and warrant to the Company and its affiliates that I am and will be at the time of the issuance of the Subscription Shares to me (initial each appropriate line):
| ☐ | A. | A natural person whose individual “net worth,” or joint “net worth,” with my spouse or spousal equivalent exceeds $1,000,000. | |
| “Net Worth” for purposes of § A means the amount equal to total assets (excluding the value of my primary residence) subtracted by total liabilities (excluding the amount of indebtedness secured by my primary residence up to the fair market value of my primary residence (except if the amount of indebtedness secured by my primary residence at this time exceeds the amount of such indebtedness 60 days ago, other than as a result of the acquisition of my primary residence, the amount of such excess shall be included in total liabilities)). Indebtedness secured by my primary residence in excess of the fair market value of my primary residence will be deducted from the determination of my net worth. | |||
| ☐ | B. | A natural person who had individual income in excess of $200,000 in each of the two immediately preceding calendar years and who reasonably expects an individual income in excess of $200,000 in this calendar year. | |
| ☐ | C. | A natural person who had a joint income with my spouse or spousal equivalent in excess of $300,000 in each of the two immediately preceding calendar years and who reasonably expects joint income with my spouse or spousal equivalent in excess of $300,000 in this calendar year. | |
| ☐ | D. | A natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status in accordance with Rules 501(a)(10)(i-iv) of Regulation D. | |
| ☐ | E. | A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Subscription Shares, whose purchase is directed by a sophisticated person as defined in Rule 506(b)(2)(ii) of Regulation D. | |
| ☐ | F. | An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and (please check one): |
| ☐ | the investment decision has been made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company or registered investment adviser, or | |
| ☐ | the employee benefit plan has total assets in excess of $5,000,000, or | |
| ☐ | if a self-directed plan, investment decisions are made solely by persons that are accredited investors and all participants and beneficiaries in such plan are accredited investors. |
| ☐ | G. | A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (the “Advisers Act”). |
| ☐ | H. | An organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust, partnership, limited liability company, or an entity of a type not listed elsewhere in this questionnaire, not formed for the specific purpose of acquiring the Subscription Shares, with total assets in excess of $5,000,000. | |
| ☐ | I. | A bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in Section (3)(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity. | |
| ☐ | J. | A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). | |
| ☐ | K. | An investment adviser that is either (a) registered under Section 203 of the Advisers Act, (b) registered under state law, or (c) exempt from registering under Section §203(l) or (m) of the Advisers Act; | |
| ☐ | L. | An insurance company as defined in Section 2(a)(13) of the Securities Act. | |
| ☐ | M. | An investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), or a business development company as defined in Section 2(a)(48) of that Act. | |
| ☐ | N. | A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958. | |
| ☐ | O. | A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000. | |
| ☐ | P. | A Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act. | |
| ☐ | Q. | An entity in which all of the equity owners are accredited investors as defined in Rule 501(a) of Regulation D. | |
| ☐ | R. | A “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, with assets under management in excess of $5,000,000, that is not formed for the specific purpose of acquiring the Subscription Shares, and whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment. | |
| ☐ | S. | A “family client,” as defined in rule 202(a)(11)(G)-1 of the Investment Advisers Act of 1940, of a family office meeting the requirements set forth in paragraph (Q) above and whose prospective investment in the Company is directed by such family office. |
I certify that the information contained in the preceding checked statements, if applicable, is true and correct and hereby agree to notify the Company of any changes that occur in such information prior to the Company’s acceptance of this Subscription.
_________Initial Here
Exhibit 10.2
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
THE CRYPTO COMPANY
CONVERTIBLE PROMISSORY NOTE
Note Principal Amount: $________________
Contributed Tokens: [AVAX/BTC/ETH/XRP]____
Date of Note: August ____, 2025
FOR VALUE RECEIVED, The Crypto Company, a Nevada corporation (the “Company”) promises to pay to [Investor Name] (“Investor”), or its registered assigns, the principal amount of $[Note Principal Amount] (the “Principal Amount”) (this “Note”) and issue shares of Common Stock as set forth in the Subscription Agreement by and between the Company and Investor dated as of the date hereof (the “Subscription Agreement”). The Principal Amount shall be due and payable on the earlier of (i) the six month anniversary of the date of this note (the “Maturity Date”) or (ii) when, upon the occurrence and during the continuance of an Event of Default, such amounts are declared due and payable by Investor or made automatically due and payable, in each case, in accordance with the terms hereof.
The following is a statement of the rights of Investor and the conditions to which this Note is subject, and to which Investor, by the acceptance of this Note, agrees:
1. Payments
(a) No Interest. This Note shall not accrue interest.
(b) Early Repayment. Investor may request full repayment of this 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 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.
2. Events of Default and Segregation of Wallets.
(a) The occurrence of any of the following shall constitute an “Event of Default” under this Note:
(i) Voluntary Bankruptcy or Insolvency Proceedings. The Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) admit in writing its inability to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, (v) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vi) take any action for the purpose of effecting any of the foregoing; or
(ii) Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company, or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within 45 days of commencement.
(b) Segregated Wallets. The Company hereby represents and warrants that all Tokens invested by Investor will be held in a unique, segregated wallet (or wallets, in the event of multiple Token types) maintained solely in Investor’s name. Investor’s Tokens (including BTC purchased by the Company using USD contributed by Investor hereunder, if any) will not be used to satisfy any Company debts in the event of an Event of Default or to satisfy any other indebtedness of the Company. In such an event, the Company shall ensure that Investor is repaid directly from their respective Segregated Wallet(s) prior to any other distributions, claims, or proceedings related to bankruptcy, insolvency, or similar actions. The Company further represents and warrants that no third party, including any creditor or lienholder, has or will have any priority claim, lien, or encumbrance on the Tokens held in Investor’s Segregated Wallet(s).
3. Repayment Upon Maturity; Change of Control
(a) Maturity Date. On the Maturity Date, at Investor’s election that needs to be made at least ten days prior to the Maturity Date, the Principal Amount shall either (a) convert into a number of Shares equal to 135% of the Principal Amount 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, be repaid in BTC, in an amount equal to the BTC market value of the Principal Amount on the date the Company purchases BTC, or (ii) if Investor contributes Tokens, be repaid in the same Token, in the quantity contributed. In case Investor fails to make an election, the Principal Amount shall convert into Shares pursuant to Section 3(a)(a).
(b) Conversion. In connection with the conversion of this Note into shares of Common Stock pursuant to this Section 3, Investor hereby agrees to (i) deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby Investor agrees to indemnify the Company from any loss incurred by it in connection with this Note) at the time of conversion for cancellation; provided, however, that upon satisfaction of the conditions set forth in this Section 3, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence, and (ii) execute and deliver to the Company all transaction documents related to such conversion. Investor acknowledges that such documents will contain customary representations, warranties and restrictions.
(c) Fractional Shares; Effect of Conversion. No fractional shares shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares to Investor upon the conversion of this Note, the Company shall pay to Investor an amount equal to the product obtained by multiplying the applicable conversion price by the fraction of a share not issued pursuant to the previous sentence. Upon conversion of this Note in full and the payment of the amounts specified in this paragraph or repayment of this Note pursuant to Section 3(a)(b), the Company shall be forever released from all its obligations and liabilities under this Note and this Note shall be deemed of no further force or effect, whether or not the original of this Note has been delivered to the Company for cancellation.
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(d) Notices of Record Date. In the event of:
(i) Any taking by the Company of a record of the holders of any class of securities of Company for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; or
(ii) Any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets of Company to any other Person or any consolidation or merger involving Company; or
(iii) Any voluntary or involuntary dissolution, liquidation or winding-up of the Company,
the Company will mail to holder of this Note at least ten (10) days prior to the earliest date specified therein, a notice specifying (A) the date on which any such record is to be taken for the purpose of such dividend, distribution or right and the amount and character of such dividend, distribution or right; and (B) the date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding-up is expected to become effective and the record date for determining stockholders entitled to vote thereon.
(e) Change of Control. If a Change of Control occurs prior to any repayment of this Note, Investor may elect to accelerate the Maturity Date of this Note such that the Principal Amount shall be due and payable as of the date of the Change of Control.
(f) Rule 144 Resale. For purposes of Rule 144(d) under the Securities Act, the Shares shall be deemed acquired and fully paid as of the date of this Agreement, notwithstanding that they will be issued on the Maturity Date and can be sold on the open market. The Company shall remain in compliance with Rule 144(c) and, upon Purchaser’s request, cause removal of any restrictive legend when resale is permitted under Rule 144. In connection with any proposed sale or transfer of the Shares in reliance upon Rule 144, the Company may require Investor to obtain, at Investor’s sole cost and expense, a customary legal opinion of counsel reasonably satisfactory to the Company, including from the Company counsel at a pre-determined rate, and its transfer agent to the effect that such sale or transfer is in compliance with the Securities Act. Investor agrees that any fees and expenses of counsel in preparing and delivering such opinion shall be borne by Investor.
4. Definitions. As used in this Note, the following capitalized terms have the following meanings:
“AVAX” shall mean Avalanche, the native digital asset of the Avalanche blockchain network, used for payments within the Avalanche ecosystem.
“BTC” shall mean Bitcoin, the decentralized digital currency operating on the Bitcoin blockchain protocol.
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“Change of Control” shall mean (i) any “person” or “group” (within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding voting securities of the Company having the right to vote for the election of members of the Board of Directors, (ii) any reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Company.
“Common Stock” shall mean the common stock of the Company, par value $0.001 per share.
“ETH” shall mean Ether, the digital asset native to the Ethereum blockchain, used as a medium of exchange and for paying transaction fees on the Ethereum network.
“Event of Default” has the meaning given in Section 2 hereof.
“Investor” shall mean the Person specified in the introductory paragraph of this Note or any Person who shall at the time be the registered holder of this Note.
“Investors” shall mean the investors who have purchased Notes.
“Obligations” shall mean and include all loans, advances, debts, liabilities and obligations, howsoever arising, owed by the Company to Investor of every kind and description, now existing or hereafter arising under or pursuant to the terms of this Note and the Subscription Agreement, including, all fees, charges, expenses, attorneys’ fees and costs and accountants’ fees and costs chargeable to and payable by the Company hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United States Code (11 U. S. C. Section 101 et seq.), as amended from time to time and whether or not allowed or allowable as a claim in any such proceeding.
“Notes” shall mean the convertible promissory notes, with the aggregate principal amount of up to $1,025,000 or equivalent value of AVAX, BTC, ETH, SOL, XRP or certain other cryptocurrencies, issued by the Company that are substantially identical to this Note in all material respects, provided that the Notes may differ in the following respects: (i) the Date of Note, (ii) the Note Principal Amount, (iii) the Maturity Date and (iv) the Investor.
“Person” shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.
“Principal Balance” is the outstanding principal amount of this Note.
“Shares” shall mean the shares of Common Stock issued upon conversion of this Note in accordance with the terms hereof.
“SOL” shall mean Solana, the native digital asset of the Solana blockchain network, used for payments on the Solana platform.
“Tokens” shall mean cryptocurrencies, including but not limited to, BTC, ETH, SOL, and XRP.
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“Transaction Documents” shall mean this Note, and each of the other Notes.
“USD” shall mean lawful money of the United States of America.
“XRP” shall mean the native digital asset of the XRP Ledger, a decentralized blockchain network.
5. Miscellaneous
(a) Use of Proceeds. If the Principal Amount is paid to the Company in USD, the Principal Amount shall be used by the Company to purchase BTC. All Tokens received from Investor shall be deposited to the Company’s Digital Asset Treasury, which is custodied by Anchorage Digital Bank, and shall not be transferred or encumbered by the Company until this Note is repaid or converted in full.
(b) Successors and Assigns.
(i) Subject to the restrictions on transfer described in this Section 6(a), the rights and obligations of the Company and Investor shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.
(ii) Neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of Investor.
(c) Accredited Investor. Investor hereby represents and warrants that he is an “Accredited Investor” as such term is defined under Rule 501(a) of Regulation D.
(d) Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and Investor. Any amendment, waiver, or modification effected in accordance with this Section 6(d) will be binding upon each holder of a Note; ; provided, however, that no such amendment, waiver or consent shall reduce the Principal Amount of this Note without Investor’s written consent.
(e) Notices. All notices and other communications given or made pursuant to this Note shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (i) when received, (ii) if sent by electronic mail, upon confirmation of delivery when directed to the relevant email address, (iii) when delivered personally, (iv) one business day after being delivered by facsimile (with receipt of appropriate confirmation), (v) one business day after being deposited with an overnight courier service of recognized standing or (vi) four days after being deposited in the U.S. mail, first class with postage prepaid.
(f) Waivers. The Company hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.
(g) Governing Law. This Note and all actions arising out of or in connection with this Note shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to the conflicts of law provisions of the State of Nevada, or of any other state.
(h) Entire Agreement. This Note, the Subscription Agreement and the exhibits thereto (which are incorporated herein by this reference) constitute the entire agreement between the parties hereto with respect to the subject matter hereof and specifically supersedes any prior agreement, arrangement, or understanding between the parties regarding such subject matter, whether written or oral. All section and exhibit references herein, unless specifically indicated otherwise, refer to sections of or exhibits to this Note.
(i) Legal Representation. Investor acknowledges that: (i) BakerHostetler LLP (the “Firm”) has represented the Company in connection with the offering of the Note and the Subscription Shares, and assisted the Company with certain of the other documents in its capacity as counsel for the Company; (ii) the Firm does not represent Investor; and (iii) Investor is advised and encouraged by the Firm to seek independent counsel in connection with Investor’s purchase of this Note and the Subscription Shares. The Firm is an intended third-party beneficiary of this provision.
(Signature Page Follows)
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The Company has caused this Note to be issued as of the date first written above.
| COMPANY: | ||
| The Crypto Company | ||
| By: | ||
| Name: | Ron Levy | |
| Title: | Chief Executive Officer | |
| Agreed and Accepted: | ||
| INVESTOR: | ||
| [Investor] | ||
| By: | ||
| Name: | ||
| Title: | ||
Exhibit 99.1
Press Release
The Crypto Company Initiates Multi-Asset Crypto Treasury with Bitcoin, Ethereum, XRP and Avalanche
Malibu, CA – August 21, 2025 (ACCESS Newswire) – The Crypto Company (OTCID: CRCW), among the first publicly traded companies back in 2017 to embrace cryptocurrency strategies, today announced the initial closing of its Digital Asset Treasury (“Treasury”) with four Top 20 crypto tokens by market cap: BTC, ETH, XRP and AVAX. This launch marks a new phase in The Crypto Company’s (TCC) multi-token strategy and continues its long-standing commitment to innovation at the intersection of crypto and the public markets.
Dating back to 2017, TCC has been integrating digital assets into the public company framework. The Crypto Company was one of the earliest to pioneer a corporate crypto treasury and to accept cryptocurrency as investment directly into a U.S. public company back in 2017.
While many treasury strategies in the market are narrowly focused on the “blue chips” of Bitcoin (BTC), Ethereum (ETH) and XRP, The Crypto Company’s Treasury goes further by focusing on emerging digital assets with strategic value.
“This is why we included Avalanche (AVAX), a next-generation crypto uniquely positioned for enterprise, decentralized finance (“DeFi”) and real-world asset tokenization,” said Rafe Furst, Chief Strategy Officer of TCC.
Ron Levy, CEO of TCC, added, “From the beginning, our mission has been to help shape the way crypto assets are integrated into the corporate and investment landscape. Closing this first phase of our Treasury is not about the size today, it’s about the strategy. We believe a diversified, utility-driven treasury, positions us for the next wave of blockchain adoption.”
As part of its ongoing commitment to security and strategic crypto management, TCC recently partnered with Anchorage Digital Bank, the first federally chartered U.S. digital asset bank, to implement its next-generation treasury strategy. This partnership highlights the Company’s focus on the secure custody of digital assets and its role in bridging traditional finance and crypto.
For more information, please visit https://www.thecryptocompany.com/
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About The Crypto Company
The Crypto Company (TCC) brings together sophisticated operating entities, Web3 assets, education and training under one roof. TCC was one of the first public companies (2017) to implement a crypto treasury strategy. As a leader in Web3 solutions, TCC creates synergies between traditional finance and the decentralized economy.
Media Contact:
Stephanie McGuirk
845-269-8868