Current Report Filing (8-k)
April 09 2018 - 4:02PM
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): April 3, 2018
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.
The
information disclosed in Item 2.03 hereof is hereby incorporated by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
April 3, 2018, CoinTracking, LLC, a Nevada limited liability company (“Borrower”), a wholly-owned subsidiary of The
Crypto Company, a Nevada corporation (the “Company”), entered into a Loan Agreement (the “Loan Agreement”)
with CoinTracking GmbH, a private limited liabilty company (
Gesellschaft
mit beschränkter Haftung
)
organized under the laws of the Federal Republic of Germany (“Lender”),
pursuant to which Lender may provide a loan (the “CoinTracking Loan”) of up to three million dollars ($3,000,000)
to Borrower, to be advanced to Borrower in one or more tranches, at such times and in such amounts as may be requested by Borrower
from time to time, on or before the tenth anniversary of the Loan Agreement. The Company is deemed obligor of Borrower’s
obligations under the Loan Agreement for United States Federal income tax purposes.
Interest
on the Loan will accrue at a rate per annum of the greater of (i) three percent (3%), or (ii) the interest rates published monthly
by the United States Internal Revenue Service and in effect under section 1274(d) of the Internal Revenue Code in effect as of
the date of issuance of any promissory note under the Loan, and will be payable quarterly.
On
April 3, 2018, pursuant to the Loan Agreement, Lender advanced one million dollars ($1,000,000) to Borrower in exchange for a
promissory note (the “Note”) of equal principal amount. The Note will mature on the second anniversary thereof.
The
foregoing summary of the Loan Agreement and the Note does not purport to be complete and is subject to, and qualified in its entirety
by, the full text of the Loan Agreement and the Note, which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated
by reference herein.
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:
April 9, 2018
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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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