Current Report Filing (8-k)

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): December 12, 2017

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.)

23805 Stuart Ranch Road, Suite 235 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))

Item 1.01 Entry into a Material Definitive Agreement.

The information included in Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

On December 12, 2017, The Crypto Company, a Nevada corporation (the “Company”), issued an aggregate of 1,150,280 shares of common stock, par value $0.001 per share (“Common Stock”), at a per share purchase price of $7.00 for aggregate proceeds of $7,679,488 to seventy-six (76) accredited investors in connection with the closing of a private placement pursuant to the terms of a Stock Purchase Agreement, by and among the Company and the purchasers thereunder (the “Purchase Agreement”).

The Common Stock was issued in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder. In determining that the issuance of the Common Stock qualified for an exemption under Rule 506 of Regulation D, the Company relied on the following facts: (i) all of the purchasers of the Common Stock were accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act, and (ii) the Company did not use any form of general solicitation or advertising to offer the Common Stock.

The foregoing summary of the transactions contemplated by the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreements, a form of which is attached as Exhibits 10.1 hereto, and which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT NUMBER		DESCRIPTION

10.1		Form of Stock Purchase Agreement of The Crypto Company

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.