8-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 OR 15(d) of the

SecuritiesExchange Act of 1934

Dateof Report (Date of earliest event reported): March 8, 2021

TheCrypto Company

(Exact name of registrant as specified in its charter)

(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):

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

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. [  ]

Item1.01 Entry into a Material Definitive Agreement.

Item3.02 Unregistered Sales of Equity Securities.

Effective March 8, 2021, The Crypto Company (the “Company”), entered into a subscription agreement (each, a “Subscription Agreement”) with five separate investors (each, an “Investor”). Pursuant to the terms of the Subscription Agreements, the Company sold a total of 412,500 shares of Company common stock at $2.00 per share. For each share of common stock purchased each Investor received a warrant exercisable to purchase one share of common stock at an exercise price of $0.50 per share (the “Warrants”). The Company has agreed the proceeds received, or to be received, from certain Investors will only be utilized for specified purposes.

The Warrants entitle the holders to purchase, in the aggregate, up to 412,500 shares of Company common stock at an exercise price of $0.50 per share for a period through February 28, 2026. The Warrants may be exercised for cash consideration or, at the election of the holder on a cashless basis. The exercise price of the Warrants is subject to adjustment for stock splits, stock dividends, combinations or similar events.

The shares of Company common stock and the Warrants were sold in a private transaction and each Investor represented to the Company that such Investor was an accredited investor. The shares of Company common stock and the Warrants described in this Current Report on Form 8-K were offered and sold in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder.

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SIGNATURES

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.

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