Current Report Filing (8-k)
December 29 2017 - 9:01AM
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): December 22, 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 “Original Agreement”) with Coin Tracking e.K. (“the e.K”), a sole proprietorship formed under the
laws of the Republic of Germany (“Germany”), and Dariusz Kachel, an individual and sole proprietor of the e.K. (“Kachel”),
which Original Agreement is described in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange
Commission on November 27, 2017, as amended.
On
December 22, 2017, the Company, CoinTracking, LLC, a Nevada limited liability company and wholly-owned subsidiary of the Company
(“CoinTracking”), Kachel Holding GmbH, an entity formed under the laws of Germany (“Kachel Holding”),
and Kachel entered into an Equity Purchase Agreement (the “German Agreement”) in compliance with and subject to the
laws of Germany, which German Agreement expressly terminates and supersedes the Original Agreement. Pursuant to the terms of the
German Agreement, (i) CoinTracking agreed to purchase from Kachel Holding 12,525 shares of CoinTracking GmbH, an entity formed
under the laws of Germany (the “GmbH”), representing 50.1% of the equity interests in the GmbH, for a purchase price
of (a) $4,736,400 in cash, and (b) 473,640 shares of common stock of the Company, par value $0.001 per share, subject to adjustment.
CoinTracking does not have the express right under the German Agreement to purchase additional equity interests in the GmbH on
terms substantially similar to the initial equity purchase. The German Agreement was executed by the parties thereto before a
notary public in Munich, Germany.
The
transactions contemplated by the German Agreement are expected to be consummated on or about January 31, 2018 (the “Closing”),
and are subject to customary conditions, representations, warranties and covenants by all parties thereto, and entry into the
German commercial registry.
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:
December 29, 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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