Item 1.02 Termination of a Material Definitive Agreement.
Effective October 27, 2202, The Crypto Company (the "Company") entered into an
agreement with each of Bitmine Immersion Technologies, Inc. ("BIT") and
Innovative Digital Investors, LLC ("IDI") that served to terminate or modify
certain prior agreements entered into by the parties in February 2022.
Pursuant to an agreement with BIT, BIT repurchased from the Company all of the
Bitcoin miners purchased by the Company from BIT in February 2022, and also
purchased certain of the Bitcoin miners purchased by the Company from IDI in
February 2022. As part of these transactions, the parties agreed that any
remaining amounts due under the promissory note delivered by the Company to BIT
in February 2022 in the original principal amount of $168,750 was cancelled and
extinguished. BIT delivered cash consideration of $212,750 to the Company to pay
the remainder of the consideration owed to the Company to repurchase the miners
it delivered to the Company in February 2022 and to purchase certain miners IDI
sold to the Company in February 2022.
In addition, pursuant to an agreement with IDI, IDI repurchased from the Company
certain Bitcoin miners purchased by the Company from IDI in February 2022. The
Company and IDI agreed that any remaining amounts due under the promissory note
delivered by the Company to IDI in February 2022 in the original principal
amount of $348,000 was cancelled and extinguished. IDI also agreed to sell and
deliver 20 new Bitcoin miners to the Company. As part of the agreements and
accommodations by the Company, IDI and BIT the parties terminated the hosting
agreement between the Company, BIT and IDI entered into in February 2022.
As a result of these transactions the Company no longer owns any of the Bitcoin
miners it acquired in February 2022 and each of the promissory notes delivered
by the Company in February 2022 to BIT and IDI are satisfied and extinguished in
full. However, as a result of the October 2022 transactions and accommodations,
the Company now owns 20 new Bitcoin miners.
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