Current Report Filing (8-k)
January 04 2023 - 5:16PM
Edgar (US Regulatory)
0001688126
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0001688126
2022-12-29
2022-12-29
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iso4217:USD
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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): December 29, 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
1.01 Entry into a Material Definitive Agreement.
On
December 29, 2022, The Crypto Company (the “Company”) entered into a First Amendment to Promissory Note (the “Amendment”)
to amend certain terms of a Promissory Note (the “Note”) originally issued by the Company on or about May 3, 2022 in favor
of AJB Capital Investments, LLC (“AJB”). Pursuant to the Amendment, AJB loaned the Company an additional $125,000 (resulting
in proceeds to the Company of $100,000 after giving effect to an original issue discount of $25,000), and, as a result the Amendment
served to increase the face amount of the Note to $1,125,000 to give effect to the additional funds loaned to the Company. All transaction
documents originally entered into by the parties in connection with the issuance of the Note were amended to cause the term “Principal”
to mean the sum of $1,125,000. Except as amended by the Amendment all of the original terms and conditions of the Note remain as set
forth in the original transaction documents.
The
Company used proceeds of the additional loan amount, in part, to satisfy in full all remaining obligations owed by the Company pursuant
to a promissory note in the principal amount of $79,250 issued in favor of 1800 Diagonal Lending, LLC in July 2022 (the “July Diagonal
Note”). As a result, the July Diagonal Note is satisfied in full and was terminated.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities
The
information set forth under Item 1.01 is incorporated herein by reference.
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:
January 4, 2023 |
|
|
|
By: |
/s/
Ron Levy |
|
Name: |
Ron
Levy |
|
Title: |
Chief
Executive Officer, Chief Operating Officer and Secretary |
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