Material Agreement, Asset Transaction, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed in a Current Report on Form 8-K filed with the Securities Exchange Commission on October 9, 2025, on October 8, 2025, the Crypto Company (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with Starchive.io, Inc., a Delaware corporation ("Starchive"), each of the equity holders of Starchive (collectively, the "Sellers" and each individually, a "Seller") and Richard Averitt, as the Sellers' representative.

Pursuant to the Purchase Agreement, the Company acquired 50.1% of the outstanding capital stock of Starchive (the "Stock Sale") for consideration comprised of cash, equity, and debt. Under the Purchase Agreement, the Company issued to the Sellers an aggregate of $8,500,000 in principal amount of 5.0% notes, which will become convertible into equity only after three years, less any outstanding indebtedness of Starchive (the "Convertible Notes"). In addition, the Company issued to the Sellers an aggregate of 433,633,689 shares of the Company's common stock (the "Shares"), representing approximately 9.99% of the Company's issued and outstanding common stock immediately prior to such issuance. The Shares were issued as restricted securities subject to the transfer restrictions of Rule 144 under the Securities Act of 1933, as amended, and to any applicable contractual lock-up provisions. The Company also agreed to contribute an aggregate of $3,000,000 in cash to Starchive, to be disbursed in multiple tranches over a twelve-month period following the closing to support working capital and business growth.

The Purchase Agreement contains customary representations, warranties, covenants, and indemnification provisions for a transaction of this nature. The Company believes that the Stock Sale constitutes a "significant transaction" for purposes of Item 1.01 of Form 8-K. The foregoing description of the Purchase Agreement and Convertible Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement and Convertible Notes, which are filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and each of which is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets

On October 15, 2025, the Company, Starchive, and the Sellers, consummated the Stock Sale pursuant to the terms of the Purchase Agreement. The description of the Stock Sale is provided in Item 1.01 above and is incorporated into this Item 2.01 by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The issuance of the Shares and Convertible Notes described in Item 1.01 above was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The description of the Shares and Convertible Notes set forth in Item 1.01 above is incorporated herein by reference for purposes of this Item 3.02.