Current Report Filing (8-k)
November 27 2017 - 9:16AM
Edgar (US Regulatory)
UNITED
STATES
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): November 23, 2017
The
Crypto Company
(Exact
name of registrant as specified in its charter)
Nevada
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000-55726
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46-4212105
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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23805
Stuart Ranch Road, Suite 235
Malibu, CA
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90265
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(Address
of principal executive offices)
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(Zip
Code)
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(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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
On
November 23, 2017, The Crypto Company, a Nevada corporation (the “Company”), entered into an Equity Purchase Agreement
(the “Agreement”) with Coin Tracking e.K., a sole proprietorship formed under the laws of the Republic of Germany
(“CoinTracking”), and Dariusz Kachel, an individual and sole proprietor of CoinTracking (“Kachel”). Pursuant
to the terms of the Agreement, (i) CoinTracking shall transfer all of its assets and liabilities to a GmbH newly formed under
the laws of the Republic of Germany (the “GmbH”), and (ii) a newly formed wholly-owned subsidiary of the Company (“Acquisition
Sub”) shall acquire 50.1% of the equity interests in the GmbH in exchange for (a) € 4.000.000 in cash and (b) shares
of common stock of the Company, par value $0.001 per share, to be valued based on the average closing price per share for the
ten (10) trading days immediately preceding the Closing, with an aggregate value of € 4.000.000. For a period of one year
following the Closing, as defined below, Acquisition Sub shall have the option to purchase up to an additional 25% of the equity
interests in the GmbH, in one or more transactions, on terms substantially similar to the terms of the initial equity purchase.
The
transactions contemplated by the Agreement are expected to be consummated on or before January 31, 2017 (the “Closing”),
and are subject to customary conditions, representations, warranties and covenants by all parties thereto, and entry into
the German commercial registry.
Item 7.01
Regulation FD Disclosure.
On
November 27, 2017, the Company issued a press release announcing the Company’s entry into the Agreement and the transactions
contemplated thereby. A copy of the press release is furnished herewith as Exhibit 99.1 to this report.
The
information furnished in this Current Report on Form 8-K under 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 incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly
set forth by specific reference in such a filing.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
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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THE
CRYPTO COMPANY
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Date:
November 27, 2017
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By:
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/s/
Michael Poutre
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Name:
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Michael
Poutre
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Title:
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Chief
Executive Officer
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