{"url_path":"/sec/crcw/8-k/2026-06-11/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-11","source_url":"https://www.sec.gov/Archives/edgar/data/1688126/0001493152-26-028324-index.html","accession_number":"0001493152-26-028324","cik":"0001688126","ticker":"CRCW","issuer_name":"Crypto Co","edgar_url":"https://www.sec.gov/Archives/edgar/data/1688126/0001493152-26-028324-index.html","primary_entity_key":"0001688126","primary_entity_name":"Crypto Co"},"word_count":398,"has_tables":true,"body_markdown":"**Item\n1.01. Entry into a Material Definitive Agreement.**\n\n \n\n**Subscription\nAgreements**\n\n \n\nOn\nJune 6, 2026 and June 11, 2026, The Crypto Company (the “Company”) executed Subscription Agreements (each, a “Subscription\nAgreement” and collectively, the “Subscription Agreements”) with certain institutional and other accredited\ninvestors: Three Mile Creek Future LLC, Bryn Rodriguez, and Ron Levy (each, an “Investor” and collectively, the “Investors”),\npursuant to which the Company agreed to sell and issue to the Investors an aggregate of 96,000,000 shares of the Company’s common\nstock, par value $0.001 (“Common Stock”) for an aggregate purchase price of $300,000 in cash, in a private placement\ntransaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”),\nand Rule 506(b) promulgated thereunder. In accordance with the terms of the Subscription Agreements, the fair market value of any digital\nasset consideration was determined and fixed as of the execution date of the applicable Subscription Agreement.\n\n \n\nIn\naddition to the shares of Common Stock issued, the Subscription Agreements provide for the issuance to each investor of a prepaid warrant\nto participate in a future private placement offering of the Company, if any, subject to the terms and conditions set forth in the Subscription\nAgreements.\n\n \n\nThe\nSubscription Agreements contain customary representations, warranties and covenants that were made solely for the benefit of the parties\nto the Subscription Agreements. Such representations, warranties and covenants (i) are intended as a way of allocating risk between the\nparties to the Subscription Agreements and not as statements of fact, and (ii) may apply standards of materiality in a way that is different\nfrom what may be viewed as material by shareholders of, or other investors in, the Company. Accordingly, the Form of Subscription Agreement\nis included with this filing only to provide investors with information regarding the terms of transaction and not to provide any other\nfactual information regarding the Company.\n\n \n\nThe\nforegoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by reference to\nthe full text of (i) the form of Subscription Agreement entered into by Three Mile Creek Future LLC and Ron Levy, a copy of which is\nfiled as Exhibit 10.1 hereto, and (ii) the form of Subscription Agreement entered into by Bryn Rodriguez, a copy of which is filed as\nExhibit 10.2 hereto, each of which is incorporated herein by reference."}