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): October 3, 2017
The Crypto Company
(Exact name of registrant as specified in its charter)
| Nevada | 333-214187 | 46-4212105 | ||
(State
or other jurisdiction |
(Commission |
(IRS
Employer |
23805
Stuart Ranch Road, Suite 235 |
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 5.03 Amendment to Articles of Incorporation or Bylaws; Changes in Fiscal Year
Effective October 3, 2017, pursuant to approval and authorization by the Board of Directors and certain stockholders holding 88.7% of the outstanding shares of our common stock as of August 24, 2017, the Registrant (i) changed its corporate domicile from the State of Utah to the State of Nevada by filing (A) Articles of Conversion with the Utah Secretary of State and (B) Articles of Conversion with the Nevada Secretary of State; and (ii) changed its name from “Croe, Inc.” to “The Crypto Company” by filing Articles of Incorporation with the Nevada Secretary of State.
The Utah Articles of Conversion, the Nevada Articles of Conversion and the Articles of Incorporation are filed herewith as Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3, respectively.
Effective October 3, 2017, pursuant to approval and authorization by the Board of Directors of a wholly owned subsidiary of the Registrant (the “Subsidiary”) and the sole stockholder of the Subsidiary, the Subsidiary changed its name from “The Crypto Company” to “Crypto Sub, Inc.” by filing a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State.
The Utah Articles of Conversion, the Nevada Articles of Conversion and the Articles of Incorporation of The Crypto Company and the Certificate of Amendment of Crypto Sub, Inc. are filed herewith as Exhibit 3.1, Exhibit 3.2, Exhibit 3.3 and Exhibit 3.4, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: October 10, 2017 | ||
| By: | /s/ Michael Poutre | |
| Name: | Michael Poutre | |
| Title: | Chief Executive Officer | |