Material Agreement, Financial Obligation, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On September 21^st and 24^th 2026, the Crypto Company (the "Company") entered into Amendments to Secured Promissory Notes with Eksa Holdings LLC, Practivist Investors LLC, Robert Nail, and Three Mile Creek Future LLC (each, a "Noteholder" and collectively, the "Noteholders"), pursuant to which the Company issued an aggregate of 234,251,400 shares of its common stock to the Noteholders ("Shares") in exchange for a maturity extension of the Eksa Holdings LLC, Practivist Investors LLC, and Robert Nail promissory notes from December 2025 and the Three Mile Creek Future LLC from July 2025 (the "Promissory Notes") previously held by the Noteholders (the "Amended Promissory Notes"). The number of shares issued represented 20% of the aggregate principal amount of the Promissory Notes, calculated using the principal amount of the Promissory Notes, $1,054,071, and the price of the Company's common stock at the close of trading on August 11, 2026, $0.0009.

Each Amended Promissory Note has a maturity date in August 2027. Under the terms of the Amended Promissory Notes, the Noteholders may receive an additional one-time payment of 10% of note principal outstanding, if any such principal remains outstanding as of May 11, 2027, payable in Company Shares.

The Amended Promissory Notes contain customary representations, warranties, and covenants of the Company, as well as standard events of default.

The foregoing description of the Amended Promissory Notes does not purport to be complete and is qualified in its entirety by reference to the full text of such form of agreement, which is attached hereto as Exhibit 10.1.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated herein by reference. The issuance of the Amended Promissory Notes to the Noteholders in the aggregate principal amount of $1,054,071 constitutes a direct financial obligation of the Company.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 is incorporated herein by reference.

The Shares and Amended Promissory Notes were issued in reliance upon exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder, as the transactions did not involve a public offering, the investors were "accredited investors" within the meaning of Rule 501 of Regulation D, and the investors acquired the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.