Crypto Co

The Crypto Company (CRCW) executed Subscription Agreements to sell 84,210,128 shares of its common stock for an aggregate purchase price of $65,000. The payment included $50,000 in cash, 1.4 ETH, and 0.16 BTC. This private placement transaction was exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b). Notably, Rafael Furst, the Company's Chief Strategy Officer, is the managing member of one of the investors, Three Mile Creek Future LLC. The shares were issued to accredited investors.

Crypto Co (CRCW) has amended its secured promissory notes with several noteholders, including Eksa Holdings LLC and Practivist Investors LLC. In exchange for extending the maturity of these notes, the company issued approximately 234.25 million shares of its common stock. The principal amount of the notes was $1,054,071, and the shares were valued at $0.0009 each. The amended notes now mature in August 2027, with a provision for an additional 10% payment in shares if the principal remains outstanding by May 11, 2027. These transactions were conducted under exemptions from registration requirements.

Crypto Co reported a net loss of $(171,822) for Q1 2026, a significant improvement from the $(611,582) loss in Q1 2025, with service revenue increasing to $4,047. However, the company faces substantial doubt about its ability to continue as a going concern due to significant losses, negative cash flows, and a working capital deficit of $6.1 million. The company also acquired the "Frame" blockchain business, which requires a $2.0 million funding commitment it currently cannot meet.

Crypto Co executed a Subscription Agreement with Sinco International Investments, Inc. on July 2, 2026, to sell 8,000,000 shares of common stock for $25,000 in a private placement. The transaction is exempt from registration under the Securities Act. The agreement also includes a prepaid warrant for the investor to participate in a future private placement offering.

Crypto Co announced the acquisition of intellectual property from Frame Holdings Ltd. to develop the Frame Blockchain, a Layer 1 network aimed at unifying fragmented crypto ecosystems, with a planned launch in 2026. This strategic move positions the company in the growing blockchain interoperability market. However, the company reported a significant net loss of $1,918,127 for 2025, with revenue decreasing to $18,527, and negative working capital of $6,210,341. The company also rescinded a prior acquisition of Starchive.io, incurring over $1 million in related expenses, and converted $3.8 million in debt to equity and cash.

Crypto Co reported a significant decline in revenue for the fiscal year ended December 31, 2024, falling to $44,814 from $197,459 in 2023. The company posted a net loss of $7,963,077 and had negative working capital of $8,005,134, with only $1,763 cash on hand. Management also concluded that the company's disclosure controls and internal control over financial reporting were ineffective as of December 31, 2024, following a restatement of 2023 financial statements.

The Crypto Company (CRCW) has entered into material definitive agreements through Subscription Agreements with institutional and accredited investors, including Three Mile Creek Future LLC, Bryn Rodriguez, and Ron Levy. The company will sell an aggregate of 96,000,000 shares of its common stock for a total purchase price of $300,000 in a private placement. In addition to the shares, investors will receive prepaid warrants for participation in future private placement offerings. The transaction is being conducted in reliance on exemptions from registration under the Securities Act.

Crypto Co executed Subscription Agreements on May 11, 2026, selling an aggregate of 17,600,000 shares of common stock to Boulder Syndicate Ltd and Ron Levy. The total purchase price was $55,000, with $50,000 satisfied by the cancellation of accrued but unpaid compensation owed to Ron Levy, and the remaining $5,000 received in cash. Additionally, the investors received prepaid warrants to participate in a future private placement offering.

Crypto Co (CRCW) executed Subscription Agreements on April 22, 2026, with institutional and accredited investors Golden Compass Ventures Entity and Three Mile Creek Future LLC. The company agreed to sell 24,000,000 shares of common stock for an aggregate purchase price of 0.74316232 BTC and $25,000 in cash, in a private placement transaction exempt from registration. Additionally, the Subscription Agreements provide for the issuance of prepaid warrants to each investor for a future private placement offering.