Crypto Co: private placement of 97,165,533 shares for $75,000

What happened Crypto Co filed that on Oct 9, 2026 it executed Subscription Agreements with James Smittkamp and Three Mile Creek Future LLC under which the company agreed to sell and issue an aggregate of 97,165,533 shares of its common stock, par value $0.001 per share, for an aggregate purchase price of $75,000. The filing states the transaction was a private placement exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b).

Key details

• Aggregate shares sold: 97,165,533 shares of common stock.
• Aggregate purchase price: $75,000, consisting of $65,000 in cash and 3.4683 ETH; the fair market value of the ETH was fixed as of the execution date.
• Investors: James Smittkamp and Three Mile Creek Future LLC; Rafael Furst is the managing member of Three Mile Creek Future LLC.
• The Subscription Agreements are in the form filed as Exhibit 10.1 and include customary representations, warranties and covenants.

Why it may matter This 8-K reports Item 1.01 (entry into a material definitive agreement) describing the Subscription Agreements and Item 3.02 (unregistered sales of equity securities) describing the private placement and its exemption claims. The filing does not show why the insider traded or why the company acted.