The Crypto Company Announces Major Share Rescission and Transfer Agreement
Key Points:
- The Crypto Company executed a Mutual Transfer and Release Agreement on March 19, 2026, with Starchive.io, Inc., Peter Agelasto IV, Richard G. Averitt, Digital Relab LLC, and Richard Averitt.
- This Agreement effectively rescinds a previous Securities Purchase Agreement (SPA) dated October 8, 2025, which saw the Buyer acquire 50.1% of the outstanding capital stock of Starchive.io, Inc.
- As part of the original SPA, The Crypto Company issued 433,633,691 shares of its common stock and certain convertible promissory notes to the Sellers.
- No Buyer Shares or Purchased Company Shares have been sold, pledged, transferred, or otherwise disposed of, and no Notes have been converted, assigned, amended, prepaid, or transferred.
Detailed Transaction Overview:
- With the new Agreement, all parties have agreed to mutually rescind the SPA transactions, restoring full ownership of Starchive.io, Inc. back to the Sellers.
- The Crypto Company has surrendered and cancelled the aggregate 433,633,691 shares previously issued, resulting in a material reduction in the number of outstanding shares of The Crypto Company’s common stock.
- In exchange, The Crypto Company has issued 151,748,756 shares of its Common Stock to Starchive as restricted securities, which are subject to contractual resale restrictions and were exempt from registration under Section 4(a)(2) of the Securities Act of 1933.
- All convertible promissory notes previously issued by The Crypto Company in connection with the SPA are extinguished as part of this rescission.
Other Important Provisions:
- The Agreement includes mutual general releases among the parties for claims related to the SPA and its transactions, with limited survival and indemnification provisions.
- The maximum aggregate liability of The Crypto Company under the Agreement is capped at \$500,000.
- The Crypto Company has taken all necessary corporate actions to reflect these changes in its stock ledger and corporate records.
- Disclosure obligations: The Crypto Company may make any required disclosures under federal or state securities laws, but will, when practicable, provide parties with advance notice and opportunity to review such disclosures.
Potential Shareholder and Share Price Impact:
- The cancellation of over 433 million shares is a significant reduction in the outstanding share count, which may have a material impact on the share price due to decreased dilution and increased per-share value.
- The issuance of new restricted shares (151,748,756) to Starchive, with resale restrictions, limits immediate market impact, but investors should monitor any future releases from these restrictions.
- The extinguishment of convertible promissory notes removes a source of potential future dilution, further supporting share value.
- The capped liability of \$500,000 under the Agreement limits financial exposure for The Crypto Company.
- No securities of The Crypto Company are registered or listed on any exchange, and it is not classified as an emerging growth company, which may affect investor perceptions and trading liquidity.
Shareholder Action:
- Shareholders should take note of the reduced outstanding share count and the elimination of convertible notes, both of which are price-sensitive events likely to affect the valuation of The Crypto Company.
- Monitor future disclosures and any potential lifting of resale restrictions on the newly issued shares.
Disclaimer: This article is based on information from The Crypto Company’s Form 8-K filing and related agreements. The information provided is for informational purposes only and does not constitute investment advice. Investors should perform their own due diligence and consult with financial advisors before making any investment decisions. The Crypto Company is not registered on any exchange and may have limited liquidity or disclosure obligations. No warranty is made regarding the accuracy or completeness of this article.
View Crypto Co Historical chart here
