The Crypto Company announced that it has entered into Securities Purchase Agreement with returning investor AJB Capital Investments, LLC to issue Non Convertible November Promissory Note in the principal amount of $500,000 at an issue price of $4250,000 for the gross proceeds of $425,000 on November 13, 2023. The maturity date of the November Note is May 10, 2024 and bears 12% interest. The offer and sale of the November Note and the Warrant was made in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended, in reliance on exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

The Company?s failure to make required payments under the November Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the November SPA or the Nov. Note, the November Note will bear interest at 18%, AJB may immediately accelerate the Nov.

Note due date, AJB may convert the amount outstanding under the Nov. Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies. The Company also issued to AJB a pre-funded common stock warrant to purchase up to 10,000,000 shares of the Company?s common stock for $0.00001 per share.

The Warrant also includes various covenants of the Company for the benefit of the warrant holder and includes a beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder?s right to exercise the warrant.