$CRCW·8-K

Crypto Co · Jun 11, 5:26 PM ET

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Crypto Co 8-K

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Crypto Co Files 8-K: Private Placement of 96M Shares for $300K

What Happened
Crypto Co (CRCW) filed an 8-K reporting that on June 6 and June 11, 2026 it entered into Subscription Agreements with three accredited investors — Three Mile Creek Future LLC, Bryn Rodriguez, and Ron Levy — to sell an aggregate of 96,000,000 shares of common stock for a total purchase price of $300,000 in a private placement exempt from registration under Section 4(a)(2) and Rule 506(b). Each investor also received a prepaid warrant to participate in a future private placement (if any). The agreements fix the fair market value of any digital-asset consideration as of each execution date and contain customary representations and warranties.

Key Details

  • Dates: Subscription Agreements executed on June 6, 2026 and June 11, 2026.
  • Shares and price: 96,000,000 shares sold for an aggregate $300,000 (approximately $0.003125 per share).
  • Investors: Three Mile Creek Future LLC, Bryn Rodriguez, and Ron Levy.
  • Additional rights: Prepaid warrants issued to each investor to participate in any future private placement.

Why It Matters
This transaction raises capital for the company through an unregistered private placement and could increase the company’s outstanding share count, which may dilute existing shareholders if and when the new shares and any future warrant exercises become outstanding. The low per-share price and issuance of prepaid warrants are material terms investors should note. For full terms and legal details, investors should review the Subscription Agreement forms filed as exhibits to the 8-K.

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