Current Report Filing (8-k)
November 02 2022 - 5:01PM
Edgar (US Regulatory)
0001688126
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0001688126
2022-10-27
2022-10-27
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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): October 27, 2022
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.) |
23823
Malibu Road, #50477, 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)) |
Securities
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
None |
|
N/A |
|
N/A |
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. ☐
Item
1.02 Termination of a Material Definitive Agreement.
Effective
October 27, 2202, The Crypto Company (the “Company”) entered into an agreement with each of Bitmine
Immersion Technologies, Inc. (“BIT”) and Innovative Digital Investors, LLC (“IDI”) that served to terminate
or modify certain prior agreements entered into by the parties in February 2022.
Pursuant
to an agreement with BIT, BIT repurchased from the Company all of the Bitcoin miners purchased by the Company from BIT in February 2022,
and also purchased certain of the Bitcoin miners purchased by the Company from IDI in February 2022. As part of these transactions,
the parties agreed that any remaining amounts due under the promissory note delivered by the Company to BIT in February 2022 in the original
principal amount of $168,750 was cancelled and extinguished. BIT delivered cash consideration of $212,750 to the Company to pay the remainder
of the consideration owed to the Company to repurchase the miners it delivered to the Company in February 2022 and to purchase certain
miners IDI sold to the Company in February 2022.
In
addition, pursuant to an agreement with IDI, IDI repurchased from the Company certain Bitcoin miners purchased by the Company from IDI
in February 2022. The Company and IDI agreed that any remaining amounts due under the promissory note delivered by the Company to IDI
in February 2022 in the original principal amount of $348,000 was cancelled and extinguished. IDI also agreed to sell and deliver 20
new Bitcoin miners to the Company. As part of the agreements and accommodations by the Company, IDI and BIT the parties terminated the
hosting agreement between the Company, BIT and IDI entered into in February 2022.
As
a result of these transactions the Company no longer owns any of the Bitcoin miners it acquired in February 2022 and each of the promissory
notes delivered by the Company in February 2022 to BIT and IDI are satisfied and extinguished in full. However, as a result of the October
2022 transactions and accommodations, the Company now owns 20 new Bitcoin miners.
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.
|
THE
CRYPTO COMPANY |
Date:
November 2, 2022 |
|
|
|
By: |
/s/
Ron Levy |
|
Name: |
Ron
Levy |
|
Title: |
Chief
Executive Officer, Chief Operating Officer and Secretary |
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