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): March 8, 2021

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.)

22809 Pacific Coast Highway, 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.

Item 3.02 Unregistered Sales of Equity Securities.

Effective March 8, 2021, The Crypto Company (the “Company”), entered into a subscription agreement (each, a “Subscription Agreement”) with five separate investors (each, an “Investor”). Pursuant to the terms of the Subscription Agreements, the Company sold a total of 412,500 shares of Company common stock at $2.00 per share. For each share of common stock purchased each Investor received a warrant exercisable to purchase one share of common stock at an exercise price of $0.50 per share (the “Warrants”). The Company has agreed the proceeds received, or to be received, from certain Investors will only be utilized for specified purposes.

The Warrants entitle the holders to purchase, in the aggregate, up to 412,500 shares of Company common stock at an exercise price of $0.50 per share for a period through February 28, 2026. The Warrants may be exercised for cash consideration or, at the election of the holder on a cashless basis. The exercise price of the Warrants is subject to adjustment for stock splits, stock dividends, combinations or similar events.

The shares of Company common stock and the Warrants were sold in a private transaction and each Investor represented to the Company that such Investor was an accredited investor. The shares of Company common stock and the Warrants described in this Current Report on Form 8-K were offered and sold in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder.

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.