Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
As previously disclosed in The Crypto Company's (the "Company") Current Report
on Form 8-K filed with the SEC on July 29, 2022, the Company entered into a
Securities Purchase Agreement, effective July 27, 2022 (the "Purchase
Agreement") with Coventry Enterprises, LLC ("Coventry"), pursuant to which the
Company issued to Coventry a 10% unsecured promissory note (the "Note") in the
principal amount of $200,000, and 25,000 shares of restricted common stock. In
the event of a default, the Note is convertible into shares of the Company's
common stock, par value $0.01 per share (the "Common Stock")(the "Conversion
Shares").
On April 24, 2023, the Company received a letter (the "Notice of Conversion")
from Coventry formally notifying the Company of an event of default under
Section 7(a)(i) of the Note. The Company is in violation of covenants in the
Note that require the Company make the payment of any principal amount,
guaranteed interest, or any other interest due under the Note, when due, subject
to a five day cure period. Upon an event of default, consistent with the terms
of the Note, the Note becomes convertible, in whole or in part, into shares of
the Company's Common Stock at Coventry's option. As set forth in the Notice of
Conversion, Coventry elected to convert $17,916.94 of principal and $2,083.06 of
interest under the Note into Conversion Shares of the Company.
The foregoing description of the terms of the Purchase Agreement and the Note
are not completed and are qualified in their entirety by reference to the full
text of the forms of the Purchase Agreement and the Note filed as Exhibits 10.3
and 10.4, respectively, to the Company's Quarterly Report on Form 10-Q filed
with the SEC on November 14, 2022 and are incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 25, 2023, Anthony Strickland resigned from the board of directors (the
"Board") of The Crypto Company (the "Company"). Mr. Strickland had served as a
member of the Board since June 2017 and also served on the Audit Committee of
the Board. As indicated in the written notice submitted by Mr. Strickland to the
Company (the "Written Correspondence"), Mr. Strickland's resignation from the
Board was not due to any disagreement with the Company regarding the Company's
operations, policies or practices. A copy of Mr. Strickland's Written
Correspondence is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The Company has provided Mr. Strickland a copy of the disclosure contained in
this Current Report on Form 8-K and he has indicated he agrees with the
statements made in this disclosure.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Resignation Letter of Anthony Strickland dated April 25, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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THE CRYPTO COMPANY 
