UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 23, 2017
The Crypto Company
(Exact name of registrant as specified in its charter)
| Nevada | 000-55726 | 46-4212105 | ||
|
(State
or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS
Employer
Identification No.) |
|
23805
Stuart Ranch Road, Suite 235
Malibu, CA |
90265 | |
| (Address of principal executive offices) | (Zip Code) |
(424) 228-9955
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On November 23, 2017, The Crypto Company, a Nevada corporation (the “Company”), entered into an Equity Purchase Agreement (the “Agreement”) with Coin Tracking e.K., a sole proprietorship formed under the laws of the Republic of Germany (“CoinTracking”), and Dariusz Kachel, an individual and sole proprietor of CoinTracking (“Kachel”). Pursuant to the terms of the Agreement, (i) CoinTracking shall transfer all of its assets and liabilities to a GmbH newly formed under the laws of the Republic of Germany (the “GmbH”), and (ii) a newly formed wholly-owned subsidiary of the Company (“Acquisition Sub”) shall acquire 50.1% of the equity interests in the GmbH in exchange for (a) € 4.000.000 in cash and (b) shares of common stock of the Company, par value $0.001 per share, to be valued based on the average closing price per share for the ten (10) trading days immediately preceding the Closing, with an aggregate value of € 4.000.000. For a period of one year following the Closing, as defined below, Acquisition Sub shall have the option to purchase up to an additional 25% of the equity interests in the GmbH, in one or more transactions, on terms substantially similar to the terms of the initial equity purchase.
The transactions contemplated by the Agreement are expected to be consummated on or before January 31, 2017 (the “Closing”), and are subject to customary conditions, representations, warranties and covenants by all parties thereto, and entry into the German commercial registry.
Item 7.01 Regulation FD Disclosure.
On November 27, 2017, the Company issued a press release announcing the Company’s entry into the Agreement and the transactions contemplated thereby. A copy of the press release is furnished herewith as Exhibit 99.1 to this report.
The information furnished in this Current Report on Form 8-K under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
EXHIBIT
|
DESCRIPTION |
|
| 99.1 | Press Release of The Crypto Company, dated November 27, 2017 (furnished herewith). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE CRYPTO COMPANY | ||
| Date: November 27, 2017 | ||
| By: | /s/ Michael Poutre | |
| Name: | Michael Poutre | |
| Title: | Chief Executive Officer | |
The Crypto Company to Acquire Majority Interest in Coin Tracking e.K., Premier Portfolio Monitoring and Tax System for All Digital Currencies
One of the First M&A Transactions in Cryptocurrency Industry
LOS ANGELES, CA November 27, 2017 – The Crypto Company (OTC: CRCW), one of the first publicly traded technology companies in the digital currencies and blockchain sector, today announced that it has entered into a definitive agreement to acquire, through a wholly-owned subsidiary, a majority interest in Coin Tracking e.K., a Germany based company that is a global leader in cryptocurrency data aggregation and token related price quotation and portfolio tracking services.
CoinTracking.info was established by Coin Tracking e.K. in April 2013 as one of the first online-based crypto portfolios. It was created to keep track of all of a user’s coins, assets and tokens in one place. The system contains current and historical prices for more than 5,000 digital currencies and tokens. Users can import all of their transactions from more than 50 exchanges and wallets into the CoinTracking Portfolio system. Currently, there are over 82,000 active users with recent growth accelerating to 15,000 new users each month.
“The Crypto Company is forging a path to industry leadership as demonstrated by our plan to close one of the first acquisitions in the industry, CoinTracking.info, the premier portfolio monitoring and tax system for all digital currencies,” said Mike Poutre, Chairman and Chief Executive Officer of The Crypto Company. “CoinTracking provides a solution for the very difficult process of managing crypto transactions on different exchanges by importing and tracking them all in one place, with the added ability to then create reports for many situations. With in-depth information on more than 5,000 currencies, CoinTracking can provide prices for virtually every digital coin on earth.”
“The planned acquisition also highlights The Crypto Company’s value proposition as a proxy and medium for diversified exposure to the growing asset class of cryptocurrencies and blockchain technologies. As we continue to develop our consulting, trading and technology development operations, we also intend to continue to pursue partnerships with world-class teams, such as at CoinTracking, as we work to build a best-in-class organization,” continued Mr. Poutre.
Dario Kachel, Founder and Chief Executive Officer of CoinTracking, commented, “A shared corporate and industry vision persuaded us to join forces with the focused management team of The Crypto Company. Working together, we believe that we can provide leadership as the cryptocurrency and blockchain technology industry continues its rapid growth and development.”
CoinTracking can provide a number of important reports at the touch of a button, including realized and unrealized gains, current and historical balances, balances by exchange, fee reports and many more. CoinTracking also provides unique tax reports that meet international standards for almost every country in the world including reports on capital gains, closing positions, income, donations and lost and stolen reports. These tax reports can then be exported into widely used tax software or forms.
“This anticipated acquisition, along with our other endeavors, have us on track to be profitable in fiscal 2018”, added Poutre. “Our management team is focused on delivering shareholder value as we position ourselves as the ‘go to’ choice for investors wanting to take advantage of the emerging digital currency asset class.”
About The Crypto Company
The Crypto Company (OTC: CRCW), one of the first publicly traded technology companies in the digital currencies and blockchain sector, offers a portfolio of digital assets, technologies, and consulting services to the blockchain and cryptocurrency markets. Shareholders in The Crypto Company gain diversified exposure to this exponentially growing asset class. To learn more please visit www.thecryptocompany.com .
Forward-Looking Statements
Certain information set forth herein contains “forward-looking information”, including “future oriented financial information” and “financial outlook”, under applicable securities laws (collectively referred to herein as forward-looking statements). Except for statements of historical fact, information contained herein constitutes forward-looking statements and includes, but is not limited to, the (i) projected financial performance of the Company; (ii) completion of, and the use of proceeds from, the sale of shares being offered hereunder; (iii) the expected development of the Company’s business, projects and joint ventures; (iv) execution of the Company’s vision and growth strategy, including with respect to future M&A activity and global growth; (v) sources and availability of third-party financing for the Company’s projects; (vi) completion of the Company’s projects that are currently underway, in development or otherwise under consideration; (vii) renewal of the Company’s current agreements; and (viii) future liquidity, working capital, and capital requirements. Forward-looking statements are provided to allow potential investors the opportunity to understand management’s beliefs and opinions in respect of the future so that they may use such beliefs and opinions as one factor in evaluating an investment.
These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward-looking statements.
Although forward-looking statements contained herein are based upon what management of the Company believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.
Contacts
Investors:
Jeff Ramson / Stephanie Prince
PCG Advisory Group
646.731.9821
cryptocoir@pcgadvisory.com