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
April 14, 2023
Date of Report (date of earliest event reported)
THE CRYPTO COMPANY
(Exact name of registrant as specified in its charter)
| Nevada | | 000-55726 | | 46-4212105 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. 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:
| ☐ | 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 Act:
| 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 April 14, 2023, The Crypto Company (the “Company”) entered into a Second Amendment to Promissory Note (the “Second 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 Second Amendment, AJB loaned the Company an additional $55,000 (resulting in proceeds to the Company of $50,000 after giving effect to an original issue discount of ten percent), and, as a result the Amendment served to increase the face amount of the Note to $1,180,000 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 $1,180,000. Except as amended by the Second Amendment all of the original terms and conditions of the Note remain as set forth in the original transaction documents.
| 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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | THE CRYPTO COMPANY |
| | | |
| Date: April 20, 2023 | By: | /s/ Ron Levy |
| | Name: | Ron Levy |
| | Title: | Chief Executive Officer, Chief Operating Officer and Secretary |
