--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-25-027061" form_type: "8-K" ticker: "CRCW" cik: "0001688126" company_name: "Crypto Co" filed_at: "2025-12-10T23:59:59+00:00" generated_at: "2026-05-16T13:38:57.915707+00:00" event_type: "debt" sentiment: "negative" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # The Crypto Company converts debt to equity: issues 748M+ shares to settle $855K+ in notes ## Summary - Issued 271,136,940 shares to Eksa Holdings, Practivist Investors, and Robert Nail for early conversion of notes. - Issued 476,953,697 shares, $500K cash, and a pre-funded warrant for 713,915,563 shares at $0.0001 to AJB Capital. - New promissory notes total $855,579.26 aggregate principal; same maturity dates, zero interest, subordinated security. - Transactions were unregistered, relying on Section 4(a)(2) and Rule 506; investors are accredited. ## SEC filing metadata - accession: 0001493152-25-027061 - form_type: 8-K - ticker: CRCW - cik: 0001688126 - company_name: Crypto Co - filed_at: 2025-12-10T23:59:59+00:00 - event_type: debt - sentiment: negative - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.03, 3.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1688126/000149315225027061/0001493152-25-027061-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1688126/000149315225027061/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-25-027061 - JSON: https://secwatch.observer/filing/0001493152-25-027061.json - Plain text: https://secwatch.observer/filing/0001493152-25-027061.txt ## Key facts - Debt Financings Crypto Co incurred loan of $93,386 with AJB Capital Investments LLC maturing three years from the date of issuance. - Instrument: loan - Principal: $93,386 - Counterparty: AJB Capital Investments LLC - Maturity: three years from the date of issuance - Event: incurrence source text: he Company’s Form 8-K filed on December 3, 2025 with AJB Capital Investments LLC (“ AJB ”). In connection with the closing, the Company issued to AJB 476,953,697 shares of the Company’s common stock, par value $0.001 per share (the “ Conversion evidence_url: https://www.sec.gov/Archives/edgar/data/1688126/000149315225027061/0001493152-25-027061-index.htm - Debt Financings Crypto Co incurred loan of $855,579.26 with Eksa Holdings LLC, Practivist Investors LLC, and Robert Nail. - Instrument: loan - Principal: $855,579.26 - Counterparty: Eksa Holdings LLC, Practivist Investors LLC, and Robert Nail - Event: incurrence source text: The issuance of the new Promissory Notes to the Investors in the aggregate principal amount of $855,579.26 evidence_url: https://www.sec.gov/Archives/edgar/data/1688126/000149315225027061/0001493152-25-027061-index.htm - Equity Issuances Crypto Co issued 476,953,697 shares of the Company’s common stock of common stock to AJB Capital Investments LLC for exchange for the conversion of a prior agreement, $500,000 cash, and a pre-funded warrant. - Security: common stock - Shares: 476,953,697 shares of the Company’s common stock - Purchaser: AJB Capital Investments LLC - Consideration: exchange for the conversion of a prior agreement, $500,000 cash, and a pre-funded warrant source text: On December 10, 2025, the Company consummated the closing of the previously announced AJB Conversion Agreement, as disclosed in the Company’s Form 8-K filed on December 3, 2025 with AJB Capital Investments LLC (“ AJB ”). In connection with the closing, the Company issued to AJB 476,953,697 shares of the Company’s common stock, par value $0.001 per share (the “ Conversion Shares ”), $500,000 in cash, and a pre-funded warrant to purchase up to 713,915,563 shares of the Company’s common stock (the “ Warrant ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1688126/000149315225027061/0001493152-25-027061-index.htm - Equity Issuances Crypto Co issued 713,915,563 shares of the Company’s common stock of warrant to AJB Capital Investments LLC for part of the AJB Conversion Agreement consideration. - Security: warrant - Shares: 713,915,563 shares of the Company’s common stock - Purchaser: AJB Capital Investments LLC - Consideration: part of the AJB Conversion Agreement consideration source text: In connection with the closing, the Company issued to AJB 476,953,697 shares of the Company’s common stock, par value $0.001 per share (the “ Conversion Shares ”), $500,000 in cash, and a pre-funded warrant to purchase up to 713,915,563 shares of the Company’s common stock (the “ Warrant ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1688126/000149315225027061/0001493152-25-027061-index.htm - Equity Issuances Crypto Co issued 271,136,940 shares of its common stock of common stock to Eksa Holdings LLC, Practivist Investors LLC, and Robert Nail for exchange for the early conversion of certain outstanding promissory notes from August 2025. - Security: common stock - Shares: 271,136,940 shares of its common stock - Purchaser: Eksa Holdings LLC, Practivist Investors LLC, and Robert Nail - Consideration: exchange for the early conversion of certain outstanding promissory notes from August 2025 source text: On December 4 th and 5 th , 2025, the Crypto Company (the “ Company ”) entered into Conversion Agreements with Eksa Holdings LLC, Practivist Investors LLC, and Robert Nail (each, an “ Investor ” and collectively, the “ Investors ”), pursuant to which the Company issued an aggregate of 271,136,940 shares of its common stock to the Investors (“ Shares ”) in exchange for the early conversion of certain outstanding promissory notes from August 2025 (the “ Original Notes ”) previously held by the Investors (the “ Conversion Agreements ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1688126/000149315225027061/0001493152-25-027061-index.htm - Equity Issuances Crypto Co issued convertible note to Eksa Holdings LLC, Practivist Investors LLC, and Robert Nail for additional consideration for entering into Conversion Agreements. - Security: convertible note - Purchaser: Eksa Holdings LLC, Practivist Investors LLC, and Robert Nail - Consideration: additional consideration for entering into Conversion Agreements source text: As additional consideration for the Investors’ to enter into the Conversion Agreements, the Company issued to each Investor a new Promissory Note in the original principal amount of each Investor’s Original Note (each a “ Promissory Note ” and collectively, the “ Promissory Notes ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1688126/000149315225027061/0001493152-25-027061-index.htm - Material Agreements Crypto Co entered into AJB Conversion Agreement with AJB Capital Investments LLC valued at $500,000 in cash (effective 2025-12-10). - Action: entry - Agreement: equity purchase - Counterparty: AJB Capital Investments LLC - Value: $500,000 in cash - Effective: 2025-12-10 source text: On December 10, 2025, the Company consummated the closing of the previously announced AJB Conversion Agreement, as disclosed in the Company’s Form 8-K filed on December 3, 2025 with AJB Capital Investments LLC (“ AJB ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1688126/000149315225027061/0001493152-25-027061-index.htm - Material Agreements Crypto Co entered into New AJB Note with AJB Capital Investments LLC valued at $93,386 (effective 2025-12-10). - Action: entry - Agreement: credit facility - Counterparty: AJB Capital Investments LLC - Value: $93,386 - Effective: 2025-12-10 source text: Additionally, the Company entered into an amended and restated promissory note (the “ New AJB Note ”) in the principal amount of $93,386, which shall be the only note outstanding between AJB and the Company following the closing. evidence_url: https://www.sec.gov/Archives/edgar/data/1688126/000149315225027061/0001493152-25-027061-index.htm - Material Agreements Crypto Co entered into Conversion Agreements with Eksa Holdings LLC, Practivist Investors LLC, and Robert Nail valued at $855,579.26. - Action: entry - Counterparty: Eksa Holdings LLC, Practivist Investors LLC, and Robert Nail - Value: $855,579.26 source text: On December 4 th and 5 th , 2025, the Crypto Company (the “ Company ”) entered into Conversion Agreements with Eksa Holdings LLC, Practivist Investors LLC, and Robert Nail (each, an “ Investor ” and collectively, the “ Investors ”), pursuant to which the Company issued an aggregate of 271,136,940 shares of its common stock to the Investors (“ Shares ”) in exchange for the early conversion of certain outstanding promissory notes from August 2025 (the “ Original Notes ”) previously held by the Investors (the “ Conversion Agreements ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1688126/000149315225027061/0001493152-25-027061-index.htm - Material Agreements Crypto Co entered into Security Agreements with Eksa Holdings LLC, Practivist Investors LLC, and Robert Nail. - Action: entry - Counterparty: Eksa Holdings LLC, Practivist Investors LLC, and Robert Nail source text: Each new Promissory Note is secured by a subordinated security interest in all assets of the Company, pursuant to a Security Agreement (each a “ Security Agreement ” and collectively, the “ Security Agreements ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1688126/000149315225027061/0001493152-25-027061-index.htm - Material Agreements Crypto Co entered into Promissory Notes with Eksa Holdings LLC, Practivist Investors LLC, and Robert Nail valued at $855,579.26. - Action: entry - Agreement: credit facility - Counterparty: Eksa Holdings LLC, Practivist Investors LLC, and Robert Nail - Value: $855,579.26 source text: As additional consideration for the Investors’ to enter into the Conversion Agreements, the Company issued to each Investor a new Promissory Note in the original principal amount of each Investor’s Original Note (each a “ Promissory Note ” and collectively, the “ Promissory Notes ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1688126/000149315225027061/0001493152-25-027061-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.