Material Agreement, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Subscription Agreements

On November 4, 2026 and November 10, 2026, The Crypto Company (the "Company") executed Subscription Agreements (each, a "Subscription Agreement" and collectively, the "Subscription Agreements") with Three Mile Creek Future LLC and Nikola Stein (each, an "Investor" and collectively, the "Investors"), each of which is in the form of Subscription Agreement filed as Exhibit 10.1 to the Company's Form 8-K filed on October 15, 2026 and incorporated herein by reference, pursuant to which the Company agreed to sell and issue to the Investors an aggregate of 84,210,128 shares of the Company's common stock, par value $0.001 per share ("Common Stock") for an aggregate purchase price of $65,000, consisting of $50,000 in cash, 1.4 ETH and 0.16 BTC, in a private placement transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) promulgated thereunder and applicable state exemptions. In accordance with the terms of the Subscription Agreements, the fair market value of the ETH and the BTC was determined and fixed as of the execution date of the applicable Subscription Agreement.

Rafael Furst, the Company's Chief Strategy Officer, is the managing member of Three Mile Creek Future LLC.

The Subscription Agreements contain customary representations, warranties and covenants that were made solely for the benefit of the parties to the Subscription Agreements. Such representations, warranties and covenants (i) are intended as a way of allocating risk between the parties to the Subscription Agreements and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of, or other investors in, the Company. Accordingly, the form of Subscription Agreement is included with this filing only to provide investors with information regarding the terms of the transaction and not to provide any other factual information regarding the Company.

The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Subscription Agreement, which is incorporated herein by reference as described above.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The shares were issued to the Investors pursuant to exemptions from registration provided by Rule 506 of Regulation D promulgated thereunder, as a transaction not involving a public offering. The subscription securities described above under Item 1.01 have not been registered under the Securities Act. Based in part upon the representations of the Investors in the Subscription Agreements, the Company relied on the exemption afforded by Regulation D under the Securities Act, and corresponding provisions of state securities or "blue sky" laws. Each of the Investors has represented that it is an "accredited investor" as defined in Regulation D of the Securities Act and that it is acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, and appropriate legends will be affixed to the securities. The sales of the securities did not involve a public offering and were made without general solicitation or general advertising. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy any securities of the Company.