NOTE 9 – EQUITY

Common stock

As of December 31, 2025, the Company had 19,000,000,000 shares of common stock, par value $0.001 authorized. As of December 31, 2025 and December 31, 2024, there were 5,058,291,867 and 3,032,746,878 shares of common stock outstanding, respectively.

On December 19, 2025, the Company issued 446,477,338 shares and 713,915,563 prefunded warrants to AJB in exchange for eliminating $2,931,356 in principle and $783,991 in accrued interest owed to AJB. Each share was valued at $0.004 for a total value of $4,763,477.

On October 3, 2025, the Company added one additional member to the Company’s Advisory Board, Austin Davis, and issued him 821,573 common shares in exchange for his board advisory services. Additionally, in October 2025 the Company issued 14,748,699 common shares to service providers; and 5,100,000 common shares to a service provider to reduce $26,189 in debt owed to that service provider.

On October 3, 2025, the Company entered into a Subscription Agreement with an accredited investor, White Dwarf LLC, pursuant to which the Company agreed to sell and issue 10,000,000 shares of the Company’s Common Stock, par value $0.001 for an aggregate purchase price of 0.437411 BTC.

On September 25, 2025, the Company issued 127,000,000 shares to AJB for the conversion of $247,650 in accrued interest on a Promissory Note amounting to $1,180,000 entered into by the Company on May 3, 2022.

On September 29, 2025, the Company and AJB entered into a third amendment to an April 12, 2024, Promissory Note for $185,555 to extend the maturity date of the Promissory Note to March 29, 2026. In consideration for the extension of the maturity date, the Company issued 30,000,000 shares to AJB valued at $270,000.

Beginning on September 23, 2025, the Company executed subscription agreements with certain institutional and other accredited investors pursuant to which the Company agreed to sell and issue to the Investors an aggregate of 165,348,837 shares of the Company’s common stock for an aggregate purchase price of $661,000 and 0.43232 BTC. These shares had not been issued as of September 30, 2025, and as a result, were recorded as an accrued liability as of September 30, 2025. The shares were issued on October 7, 2025.

On August 29, 2025 the Company issued 7,800,440 shares each, to two consultants. Each share was valued at $0.004 for a total value of $62,404.

On August 19, 2025, the Company entered into Board Advisory Agreements with Robert Nail and the Edge of Company, Inc., respectively. In consideration for the board advisory services, each board advisor shall receive 0.2% of the outstanding shares of the Company’s common stock on August 19, 2025, which shares shall be fully vested.

On January 23, 2025 (the “Effective Date”), the Company entered into a consulting agreement (the “Consulting Agreement”) with YWRC Holdings, Inc. (the “Consultant”). The Consulting Agreement had an initial term of six months, commencing on the Effective Date. The Consultant received a one-time engagement fee on the Effective Date and was eligible to receive a monthly fee for its services during the term of the Consulting Agreement in accordance with the terms and conditions of the Consulting Agreement, totaling up to a cumulative $1,015. In addition, the Consultant shall receive an award of 4.99% of the Company’s common stock, par value $0.001 per share (the “Common Stock”), subject to the Consultant’s continued compliance with the terms of the Consulting Agreement; provided, Consultant will be eligible to receive an additional equity award at the 12-month anniversary of the Effective Date to ensure that Consultant hold as total equity interest equal to 4.99% of the fully diluted outstanding shares of the Company. Consultant shall not sell, transfer, or otherwise dispose of more than 5% of the total trading volume of the Company Common Stock, as traded on the applicable stock exchange or market, during any calendar month, calculated based on the total trading volume during the previous calendar month. The Company may terminate the Consulting Agreement at any time with at least 30 days’ prior written notice. The Consultant will be an independent contractor of the Company, and as such, the Consultant is not entitled to participate in any Company employee benefit plans. Effective August 14, 2025, the Company and YWRC Holding, Inc. terminated the Consulting Agreement.

On May 23, 2025, the Company issued a total of 83,603,144 shares of common stock, in lieu of cash to seven different consultants proving services to the Company.

On June 24, 2025 and June 25, 2025, the Company entered into stock agreement with five recipients to issue a total of 386,459,998 shares as a bonus to employees and contractors for services. Ronald Levy the Company’s CEO received 197,605,773 of those Common Shares and Holly Ruxin, a director, received 67,106,721 of those Common Shares. The Common Shares received by Mr. Levy and Ms. Ruxin were on the same terms and conditions as the other Recipients.

Preferred A Stock

Effective September 5, 2024, the Company amended its Articles of Incorporation (the “Articles”), to amend and restate Sections 1 and 2 of Article 4 of the Articles to increase the number of authorized shares of the Company’s common stock (“Common Stock”) from 2,000,000,000 to 19,000,000,000 and create a new class of stock, par value $0.001 per share, designated as Series A Preferred Stock consisting of 10 authorized shares, as set forth in Certificate of Amendment to the Articles of Incorporation (the “Amendment”). Pursuant to the Amendment, Common Stock and Preferred Stock are identical in all respects, except that each share of Common Stock is entitled to one vote and each share of Preferred Stock is entitled to 950,000,000 votes. The shares are not convertible to common stock

On the same date the Company entered into a stock agreement (the “Stock Agreement”) with, the Company’s CEO Ronald Levy pursuant to which the Company issued a total of ten (10) shares of the Company’s Series A preferred stock (“Preferred Stock”) Mr. Levy also serves as the Interim Chief Financial Officer, Chairman of the Board, Secretary, and a member of the Board of Directors of the Company.

Although the shares are not convertible to common stock these Series A Preferred Shares enable Mr. Levy to exercise control over the Company, so the company used the equity methods to value the shares. The 10 Series A Preferred shares convertible shares can be converted into 9,500,000,000 voting shares. as of December 31, 2024 the Company had 3,032,746,878 shares outstanding. The company estimated that the voting shares could not exceed the number of shares outstanding and used that level of shares to value the common stock which was trading at $0.001 resulted in stock based compensation of $3,032,710 which was also equivalent to the market capitalization on that date.

Stock Options

On July 21, 2017, the Company’s board of directors adopted The Crypto Company 2017 Equity Incentive Plan (the “Plan”), which was approved by its stockholders on August 24, 2017. The Plan is administered by the board of directors (the “Administrator”). Under the Plan, the Company may grant equity awards to eligible participants which may take the form of stock options (both incentive stock options and non-qualified stock options) and restricted stock awards. Awards may be granted to officers, employees, non-employee directors (as defined in the Plan) and other key persons (including consultants and prospective employees). The term of any stock option award may not exceed 10 years and may be subject to vesting conditions, as determined by the Administrator. Options granted generally vest over eighteen to thirty-six months. Incentive stock options may be granted only to employees of the Company or any subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Internal Revenue Code.

During the year ended December 31, 2020, the Company issued 500,000 stock options to members of its board of directors, 1,250,000 stock options to employees, and 170,000 stock options to non-employees. No stock options were issued in 2024.

5,000,000 shares of the Company’s common stock are reserved for issuance under the Plan. As of December 31, 2025, there are outstanding stock option awards issued from the Plan covering a total of 2,281,429 shares of the Company’s common stock and there remain reserved for future awards 2,718,651 shares of the Company’s common stock.

 SCHEDULE OF STOCK OPTIONS ACTIVITY

The Company recognized $-0- and $-0- of compensation expense related to stock options for the year ended December 31, 2025 and 2024, respectively. As of December 31, 2025 these options had no intrinsic value since they were all out of the money as of December 31, 2025.

The determination of the fair value of share-based compensation awards utilizing the Black-Scholes model is affected by the Company’s stock price and a number of complex and subjective assumptions, including stock price, volatility, expected life of the equity award, forfeitures rates if any, risk-free interest rates and expected dividends. Volatility is based on the historical volatility of comparable companies measured over the most recent period, generally commensurate with the expected life of the Company’s stock options, adjusted for future expectations given the Company’s limited historical share price data.

Warrants

As of December 31, 2025 the following warrants were outstanding:

 SCHEDULE OF OUTSTANDING WARRANTS TO PURCHASE SHARES OF COMMON STOCK