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 1923, 2026

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.

OnAsset ~~March~~Purchase ~~19, 2026, The Crypto Company, a Nevada corporation (the “Company”), entered into a Mutual Transfer and Release~~ Agreement (the “Agreement”) with Starchive.io, Inc., a Delaware corporation (the “Starchive”), Peter Agelasto IV, Richard G. Averitt, and Digital Relab LLC (collectively, the “Sellers”), and Richard Averitt, solely in his capacity as the Sellers’ representative.

~~The~~On ~~Agreement~~March ~~provides~~23, ~~for~~2026, The Crypto Company (the ~~rescission,~~“Company”) abapproved ~~initio,~~and ofauthorized ~~that~~the ~~certain~~execution ~~Securities~~of an Asset Purchase ~~Agreement~~ Agreement, dated ~~October~~as 8of March 20, ~~2025~~2026 (the “~~SPA~~Asset Purchase Agreement”), ~~pursuant~~by toand ~~which~~among the Company, ~~had~~its ~~acquired~~wholly-owned ~~50.1%~~subsidiary, ~~of the outstanding capital~~Frame ~~stock~~Intelligence, ofLLC, ~~Starchive.~~a ~~The~~Nevada ~~Agreement~~limited ~~unwinds~~liability ~~and~~company ~~reverses~~(“Frame ~~the~~Intelligence”), ~~transactions~~Frame ~~contemplated~~Holdings byLtd, ~~the~~an ~~SPA~~exempted asCayman ifIslands company ~~such~~(“Frame ~~transactions~~Holdings”), ~~had~~and ~~never~~Sean ~~occurred~~Docherty.

Pursuant to the Asset Purchase Agreement, ~~effective~~Frame asIntelligence acquired all of ~~October~~the ~~16,~~assets ~~2025~~comprising (the “~~Effective Date~~Frame”), ~~the~~blockchain ~~Company transferred all of its right~~business, ~~title,~~ ~~and~~including ~~interest~~related inintellectual ~~the~~property, ~~shares~~source ofcode, ~~Starchive~~software ~~acquired~~repositories, ~~under~~validator ~~the~~and ~~SPA~~infrastructure ~~back~~access, ~~to the Sellers. In exchange~~credentials, ~~the Sellers surrendered to the Company~~documentation, ~~for~~and ~~cancellation~~associated angoodwill ~~aggregate of 433~~(collectively,~~633,691~~ ~~shares of~~ the ~~Company’s common stock, par value $0.001 (~~“~~Common~~Frame ~~Stock~~Assets”) ~~previously issued to the Sellers under the SPA~~. ~~All convertible promissory notes issued by the Company to the Sellers in connection with the SPA were surrendered and cancelled, with no principal or interest remaining outstanding.~~

~~The~~As consideration for the transfer of the Frame Assets, the Company agreed to issue ~~151,748,756~~ shares of its common stock, par value $0.001 per share (“Common Stock”), to ~~Starchive~~Frame asHoldings ~~consideration~~via ~~for~~a series of contingent milestone-based issuances tied to specified Company market capitalization and Frame business valuation thresholds. These include (i) an issuance equal to 2.5% of the ~~rescission~~Company’s outstanding Common Stock, ~~settlement~~measured on a pre-issuance basis, upon the achievement of both a $100 million market capitalization of the Company and a ~~mutual~~$100 million fully diluted valuation of the Frame business, with such milestone figures sustained for at least 30 consecutive days, ~~release~~and (ii) additional issuances of ~~claims~~Common ~~arising~~Stock ~~from~~with an aggregate potential value of up to approximately $50.5 million, payable in tranches upon the ~~SPA~~achievement of additional escalating market capitalization and valuation milestones, culminating in a milestone requiring both a $1.0 billion market capitalization of the ~~transactions~~Company ~~contemplated~~and ~~thereby~~a $1.0 billion fully diluted valuation of the Frame business, in each case sustained for at least 30 consecutive days.

~~The~~Each ~~shares~~such ~~issued~~issuance toof ~~Starchive~~shares ~~pursuant~~of toCommon ~~the~~Stock, ~~Agreement~~if ~~were~~and ~~issued~~when asearned, ~~restricted~~will ~~securities~~be incalculated abased ~~transaction~~on ~~exempt from registration under~~ the ~~Securities~~10-trading-day ~~Act~~volume-weighted average price of ~~1933,~~the asCompany’s ~~amended,~~Common inStock ~~reliance~~immediately ~~upon~~preceding ~~Section~~the ~~4(a)(2)~~applicable ~~thereof,~~issuance date and ~~are~~will be subject to ~~contractual~~customary ~~resale~~securities ~~restrictions~~law ~~set~~restrictions, ~~forth~~transfer inlimitations, and the ~~Agreement~~execution of definitive stock issuance documentation.

The Asset Purchase Agreement also ~~includes~~requires ~~mutual~~the ~~general~~Company ~~releases~~to ~~among~~fund ~~the~~Frame ~~parties~~Intelligence with ~~respect~~at toleast ~~claims~~$2.0 ~~arising~~million ~~out~~in ~~of or relating to~~ the ~~SPA~~aggregate ~~and~~ (the “Funding ~~transactions~~Requirement”) ~~contemplated~~on ~~thereby,~~or ~~subject~~before tothe ~~certain~~date ~~limited~~that ~~survival~~is ~~and~~120 ~~indemnification~~days ~~provisions;~~after ~~provided~~closing, ~~that~~subject ~~the~~to ~~maximum aggregate~~extension ~~liability~~at of the Company’s ~~under~~option ~~the~~for ~~Agreement~~another 120 ~~shall~~days ~~not~~in ~~exceed~~exchange for a $~~500~~100,000 payment to Frame Holdings.

The ~~foregoing~~Asset ~~description~~Purchase ofAgreement further contains a buy-sell provision that may be triggered upon the ~~Agreement~~occurrence ~~does~~of ~~not~~certain ~~purport~~specified termination events, subject to beapplicable ~~complete~~notice and iscure ~~qualified~~periods inand ~~its~~an ~~entirety~~overall five-year sunset following the closing of the transaction. These termination events include, unless waived by ~~reference~~Frame toHoldings, among other things: (i) the ~~full~~failure ~~text~~to provide Frame Holdings or its designee with a voting seat on the Company’s board of directors within six months following satisfaction of the Funding Requirement; (ii) the failure to make required payments under the Consulting Agreement,; ~~which~~(iii) isa ~~filed~~change asof ~~Exhibit~~control ~~10.1~~event ~~hereto~~involving the Company or Frame Intelligence without Frame Holdings’ participation or consent; (iv) certain prohibited transfers, encumbrances, guarantees, or indebtedness; and ~~incorporated~~(v) ~~herein~~the byCompany’s ~~reference~~termination of Frame Holdings under the Consulting Agreement without cause (each a “Qualifying Termination Event”).

~~Item~~Upon ~~2.03~~the ~~Creation~~occurrence of a Qualifying Termination Event, Frame Holdings has the right, for sixty days following the expiration of the applicable cure period, to deliver an offer (including all relevant terms) to purchase either (a) Frame Intelligence from the Company or ~~Extinguishment~~(b) specified Frame Assets, including the live blockchain and related infrastructure. Following receipt of such offer, the Company has sixty days to elect to match Frame Holdings’ offer. If the Company does not timely match Frame Holdings’ offer, or if the Company elects to match that offer but then fails to timely deliver the required consideration to Frame Holdings, Frame Holdings has a ~~Direct~~60-day ~~Financial~~option to ~~Obligation~~require the Company to consummate the sale on the terms set forth in Frame Holdings’ original offer.

~~The~~Any ~~information~~purchase ~~set~~of ~~forth~~assets inpursuant ~~Item~~to ~~1.01~~the foregoing buy-sell provision would include the transfer of ~~this~~all ~~Current~~repositories, ~~Report~~domains, oncredentials, signing ~~Form~~keys, 8validator access, and other infrastructure necessary to operate the Frame blockchain. In addition, all remaining milestone-Kbased equity isissuances ~~incorporated~~otherwise bypayable ~~reference~~under ~~into~~the ~~this~~Asset ~~Item~~Purchase 2Agreement would be forfeited upon consummation of any such purchase by Frame Holdings.~~03.~~

AsThe ~~described~~foregoing indescription ~~Item~~of ~~1.01~~the ~~above,~~Asset ~~pursuant~~Purchase ~~to the~~ Agreement, ~~all~~is ~~convertible~~qualified ~~promissory~~in ~~notes~~its ~~previously~~entirety ~~issued~~ by reference to the ~~Company~~full intext ~~connection with~~of the ~~SPA~~Asset ~~were~~Purchase Agreement, ~~surrendered~~which ~~and~~is ~~cancelled~~attached hereto as ofExhibit ~~the~~10.1 ~~Effective Date,~~ and noincorporated ~~amounts~~herein ~~remain~~by ~~outstanding thereunder~~reference.

Consulting Agreement

In connection with the Asset Purchase Agreement, the Company entered into a Consulting Agreement with Frame Holdings, effective as of March 20, 2026, pursuant to which Frame Holdings is to provide executive, strategic, technical, architectural, business-development, administrative, reporting, oversight, and related blockchain-related services to the Company and Frame Intelligence through its designee, Sean Docherty.

Under the Consulting Agreement, the Company will pay Frame Holdings base cash compensation of $20,000 per month for its services, which are anticipated to commence at the time the Company meets the Funding Requirement. The Consulting Agreement also provides for automatic compensation increases of $7,500 per month upon the sustained achievement for 30 consecutive days of each of the following thresholds: (i) both a $500 million market capitalization of the Company and a $500 million fully diluted valuation of the Frame business; (ii) both a $800 million market capitalization of the Company and a $800 million fully diluted valuation of the Frame business; and (iii) both a $1.0 billion market capitalization of the Company and a $1.0 billion fully diluted valuation of the Frame business.

If the Consulting Agreement is terminated by the Company for any reason other than Cause, Incapacity, or death, the Company is obligated to pay severance equal to (i) two years of base cash compensation if termination occurs during the first year following the commencement of services, or (ii) one year of base cash compensation if termination occurs thereafter. If the Consulting Agreement is terminated due to death or Incapacity, the Company is obligated to pay severance equal to one year of base cash compensation. The Consulting Agreement further provides that certain milestone-based rights may continue following specified termination events, subject to its terms and the terms of the Asset Purchase Agreement.

The Consulting Agreement contemplates that, effective upon the satisfaction of the Funding Requirement, Sean Docherty will be eligible to serve as Chief Blockchain Officer of the Company. The Consulting Agreement also provides that Frame Holdings will have the right to have Mr. Docherty attend meetings of the Company’s board of directors as a non-voting observer upon Frame Holding’s commencement of services and that the Company is required to appoint Mr. Docherty as a voting director within six months after the Company first satisfies the Funding Requirement.

The foregoing description of the Consulting Agreement is qualified in its entirety by reference to the full text of the Consulting Agreement, which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

Intellectual Property Assignment Agreement

In connection with the closing of the transactions contemplated by the Asset Purchase Agreement, Frame Holdings executed and delivered an Intellectual Property Assignment Agreement, effective as of March 20, 2026, in favor of Frame Intelligence. Pursuant to the Intellectual Property Assignment Agreement, Frame Holdings irrevocably assigned to Frame Intelligence all right, title, and interest in and to the intellectual property included in the Frame Assets, including copyrights, source code, software, algorithms, trade secrets, inventions, know-how, and other proprietary rights associated with the Frame blockchain business, together with all rights to sue for past, present, and future infringement or misappropriation and to recover damages and other remedies.

The foregoing description of the Intellectual Property Assignment Agreement is qualified in its entirety by reference to the full text of the Intellectual Property Assignment Agreement, which is included in Exhibit 10.1 attached hereto and incorporated herein by reference.

Bill of Sale and Assignment

In furtherance of the Asset Purchase Agreement, Frame Holdings executed and delivered a Bill of Sale and Assignment, effective as of March 20, 2026, in favor of Frame Intelligence. Pursuant to the Bill of Sale and Assignment, Frame Holdings sold, assigned, transferred, conveyed, and delivered to Frame Intelligence all of its right, title, and interest in and to the Frame Assets, free and clear of all liens other than permitted liens, if any, provided in the Asset Purchase Agreement.

The foregoing description of the Bill of Sale and Assignment is qualified in its entirety by reference to the full text of the Bill of Sale and Assignment, which is included in Exhibit 10.1 attached hereto and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

On March 23, 2026, the Company, through its wholly-owned subsidiary, Frame Intelligence, completed the acquisition of the Frame Assets pursuant to the Asset Purchase Agreement, effective as of March 20, 2026.

The Frame Assets constitute all of the assets necessary to own, operate, and develop the Frame blockchain business, including related intellectual property and technology. The acquisition was approved by the Company’s board of directors pursuant to a unanimous written consent dated March 23, 2026.

Prior to the execution of the Asset Purchase Agreement, one of the Company’s executive officers held an equity interest in, and provided advisory and consulting services to, Frame Holdings (the “Prior Relationship”). The Company believes that the Prior Relationship did not constitute a material relationship between the Company and Frame Holdings. The Company’s Board of Directors evaluated and considered the Prior Relationship in connection with its approval of the transactions contemplated by the Asset Purchase Agreement and determined that the Prior Relationship did not present a material conflict of interest.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

AsThe ~~described~~Company inhas ~~Item~~agreed ~~1.01~~to ~~above,~~issue ~~the Company issued 151,748,756~~ shares of its Common Stock to ~~Starchive~~Frame Holdings pursuant to the Asset Purchase Agreement inand athe ~~transaction~~Consulting ~~exempt~~Agreement ~~from~~upon ~~registration~~the ~~under~~reaching ~~Section~~of ~~4(a)(2)~~certain ofmilestone events. Any such issuances will be made as restricted securities in reliance on exemptions from registration under the Securities Act of 1933, as amended, including Section 4(a)(2) thereof and/or Regulation D.

Item 8 7.01 ~~Other~~Regulation ~~Events~~FD Disclosure.

~~The~~On ~~information~~March ~~set~~26, ~~forth~~2026, inthe ~~Item~~Company ~~1.01~~issued ofa ~~this~~press ~~Current~~release ~~Report~~announcing onthe ~~Form~~completion ~~8-K~~of isthe ~~incorporated~~acquisition byof ~~reference~~the Frame Assets and the entry into the ~~this~~Asset ~~Item~~Purchase 8Agreement, Consulting Agreement, Intellectual Property Assignment Agreement, and Bill of Sale and Assignment in connection therewith.01 A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

AsThe ~~described~~information in this Item 17.01 ~~above~~of this Current Report on Form 8-K, anincluding ~~aggregate~~the ofpress ~~433~~release,~~633,691~~ ~~shares~~shall not be deemed “filed” for purposes of Section 18 of the ~~Company’s~~Securities ~~Common~~Exchange ~~Stock~~Act ~~previously~~of ~~outstanding~~1934, ~~were~~as ~~surrendered and~~amended, ~~cancelled~~or ~~pursuant~~otherwise subject to the ~~Agreement~~liabilities of that section, or ~~resulting~~Sections in11 and 12(a)(2) ~~material~~of ~~reduction~~the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the ~~number~~press ofrelease shall ~~outstanding~~not ~~shares~~be deemed incorporated by reference in any filing under the Securities Act of 1933 or the ~~Company’s~~Exchange Act, except as expressly ~~Common~~set ~~Stock~~forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
10.1		Mutual Transfer and Release Agreement, dated March 19, 2026, by and among The Crypto Company, Starchive.io, Inc., Peter Agelasto IV, Richard G. Averitt, Digital Relab LLC, and Richard Averitt.
10.1*		Asset Purchase Agreement, dated as of March 20, 2026, by and among the Company, Frame Intelligence, LLC, Frame Holdings Ltd, and Sean Docherty.
10.2		Consulting Agreement, dated as of March 20, 2026, by and between the Company and Frame Holdings.
99.1		Press Release, dated March 26, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Certain schedules and other similar attachments to this exhibit have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Company will provide a copy of such omitted documents to the Securities and Exchange Commission upon request.

SIGNATURE

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.

Dated: March 23, 2026
Dated: March 26, 2026
	THE CRYPTO COMPANY
	By:	/s/ Ron Levy
	Name:	Ron Levy
	Title:	Chief Executive Officer, Interim CFO and Secretary

Filing Compare · Crypto Co