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): November 18, 2024
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 November 18, 2024, the Crypto Company (the “Company”) and AJB Capital Investments LLC entered into a First Amendment, dated as of November 18, 2024, to that certain Promissory Note fully executed on November 8, 2024 (“Promissory Note”). The First Amendment to the Promissory Note (“First Amendment”) amends the Promissory Note to increase the principal amount of the Promissory Note from $33,000 to $48,600; provided, however, that the $48,600 principal carries an original issue discount of $1,560 withheld from the Company to cover monitoring costs associated with the Promissory Note.
The foregoing description of the First Amendment to the Promissory Note is not complete and is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 10.1 hereto and which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | First Amendment to Promissory Note, dated November 18, 2024, by and between the Crypto Company and AJB Investments LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 22, 2024 | ||
| By: | /s/ Ron Levy | |
| Name: | Ron Levy | |
| Title: | Chief Executive Officer, Chief Operating Officer and Secretary | |
