AND EXCHANGE COMMISSION
to Section 13 or 15(d)
the Securities Exchange Act of 1934
of Report (Date of earliest event reported): May 21, 2018
name of registrant as specified in its Charter)
or other jurisdiction
Stuart Ranch Road, Suite 235, Malibu, CA 90265
of principal executive offices) (Zip Code)
telephone number, including area code)
name or former address, if changed since last report)
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (See General Instruction A.2. below):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
growth company [ ]
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
into a Material Definitive Agreement.|
information provided in Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements
of Certain Officers.|
Executive Officer and President Resignation
May 21, 2018, James Gilbert, Chairman of the Board of Directors, Chief Executive Officer and President of The Crypto Company (the
“Company”), informed the Company of his intention to resign as the Chief Executive Officer and President, effective
as of May 22, 2018. Mr. Gilbert will remain as a director and Chairman of the Board of Directors. In connection with Mr. Gilbert’s
resignation, he and the Company entered into a Separation Agreement and General Mutual Release (the “Separation Agreement”),
which was approved by the Board of Directors and entered into on May 24, 2018. The Separation Agreement will not be effective
until May 31, 2018, following the end of the revocation period.
Separation Agreement provides that if Mr. Gilbert elects continuation coverage under COBRA, the Company will make continued payment
for Mr. Gilbert’s health insurance coverage for six months. The Separation Agreement contains other standard provisions
contained in agreements of this nature including non-disparagement and a general release of any and all claims.
of Chief Executive Officer and Director
May 21, 2018, the Board of Directors appointed Ron Levy, the Company’s Chief Operating Officer, as the Chief Executive Officer
and a director of the Company, effective May 22, 2018. Mr. Levy, 58, has served as the Company’s Chief Operating Officer
since June 7, 2017. Mr. Levy’s experience includes consulting for various emerging growth companies through various growth
cycles. He also serves as Chief Operating Officer and Partner at Redwood Fund, LP (“Redwood”), a private investment
fund and major stockholder of the Company, since February 2014, and Ladyface Capital, LLC (“Ladyface”), the General
Partner of Redwood, since July 2013.
connection with Mr. Levy’s appointment to the Board of Directors, he and the Company entered into a Director Services Agreement,
effective May 25, 2018. Pursuant to the Director Services Agreement, Mr. Levy shall serve on the Compensation Committee,
Audit Committee and/or Nominating and Governance Committee of the Board of Directors, to which he may be appointed by the Board
of Directors, as well as provide any services related thereto as may be requested by the Company and agreed to by Mr. Levy
from time to time. Mr. Levy will not be entitled to receive any additional compensation as a director other than reimbursement,
subject to certain exceptions, for reasonable expenses incurred for the benefit of the Company.
Levy will serve on the Board of Directors for a term of one year from the execution date of the Director Services Agreement or
until his earlier death, resignation or removal, unless he is elected by the shareholders for an additional term. The Director
Services Agreement contains customary indemnification and confidentiality provisions. The foregoing summaries of the Separation
Agreement and Director Services Agreement do not purport to be complete and are qualified in their entirety by reference to each
agreement, which are included as Exhibit 10.1 and 10.2 hereto, respectively.
is no arrangement or understanding between Mr. Levy and any other persons pursuant to which Mr. Levy was appointed as Chief Executive
Officer or selected as a director. Mr. Levy does not have any familial relationship with any director or executive officer of
March 9, 2017, Crypto Sub, Inc. (“Crypto Sub”, the entity formerly known as The Crypto Company that completed a reverse
acquisition of Croe, Inc.) issued (i) 125,000 shares of common stock of Crypto Sub to Redwood in exchange for $200,000; and (ii)
125,000 shares of common stock of Crypto Sub to Imperial Strategies, LLC (“Imperial Strategies”) in exchange for certain
services rendered, valued at $200,000, as of the date of such issuance. Michael Poutre, the former Chief Executive Officer of
the Company, and Mr. Levy are Chief Executive Officer and Chief Operating Officer, respectively, of Ladyface and, as a result,
have an indirect material interest in the shares owned by Redwood. Mr. Poutre is the sole member of MP2 Ventures, LLC, a member
of Imperial Strategies, and Mr. Poutre and Mr. Levy are Chief Executive Officer and Chief Operating Officer, respectively, of
Imperial Strategies. As a result, they have an indirect material interest in the shares owned by Imperial Strategies. On June
7, 2017, each of Redwood and Imperial Strategies received (i) 1,875,000 shares of common stock of Croe, Inc. in connection with
a stock dividend issued by Crypto Sub, and (ii) 1,125,000 shares of common stock of Croe, Inc. in exchange for all of their shares
of Crypto Sub. Furthermore, for the period from March 9, 2017 through December 31, 2017, the Company paid consulting fees of $60,000
to Company Coda, LP, of which Mr. Levy is the sole member.
||Financial Statements and Exhibits.|
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.
May 25, 2018
Executive Officer and Chief Operating Officer|