v3.26.1
EQUITY
 3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
EQUITY

NOTE 8 – EQUITY

 

Common stock

 

As of March 31, 2026, the Company had 19,000,000,000 shares of common stock, par value $0.001 authorized. As of March 31, 2026 and December 31, 2025, there were 5,210,040,623 and 5,058,291,867 shares of common stock outstanding, respectively. During the quarter ended March 31, 2026, the company issued 151,748,756 shares of common stock, valued at approximately $151,800, to Starchive.io to complete the rescission of the Starchive Securities Purchase Agreement originally entered into on October 8, 2025 and effectively rescinded as of October16,2025.

 

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. The 10 Series A Preferred shares convertible shares can be converted into 9,500,000,000 voting shares.

 

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 March 31, 2026, there are outstanding stock option awards issued from the Plan covering a total of 2,281,349 shares of the Company’s common stock and there remain reserved for future awards 2,718,651 shares of the Company’s common stock.

 

  

Number

of Shares

  

Weighted

Average

Exercise

Price

  

Weighted

Average

Remaining

Contractual

Term

(years)

 
             
Options outstanding, at December 31, 2024   2,281,349   $2.26    2.25 
Options granted   -           
Options cancelled   -           
Options exercised   -           
Options outstanding, at December 31, 2025   2,281,349   $2.26    1.25 
Options granted   -           
Options cancelled   -           
Options exercised   -           
Options vested and outstanding, at March 31, 2026   2,281,349   $2.26    1.00 

 

The Company recognized $-0- and $-0- of compensation expense related to stock options for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 these options had no intrinsic value since they were all out of the money as of March 31, 2026.

 

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.

 

 

As of March 31, 2026 the following warrants were outstanding:

 

Issuance Date  Exercisable for  Expiration Date  Exercise Price  

Number of

Shares

Outstanding

Under Warrants

 
February 2020  Common Shares  February 6, 2030  $0.01    10,000 
February 2020  Common Shares  February 12, 2030  $0.01    2,500 
February 2020  Common Shares  February 19, 2030  $0.01    10,000 
April 2020  Common Shares  April 20, 2030  $0.01    22,500 
June 2020  Common Shares  June 9, 2030  $0.01    5,000 
March 2021  Common Shares  February 28, 2026  $0.50    362,500 
March 2023  Common Stock  March 8, 2028  $0.00001    474,780 
March 2023  Common Stock  March 13, 2028  $0.00001    7,000,000 
April 2023  Common Stock  April 14. 2028  $0.00001    1,000,000 
May 2023  Common Stock  May 12, 2028  $0.00001    30,000,000 
June 2023  Common Stock  June 23, 2028  $0.00001    1,500,000 
November 2023  Common Stock  November 13, 2028  $0.00001    10,000,000 
April 2024  Common Stock  April 12, 2029  $0.00001    5,000,000 
May 2024  Common Stock  May 31, 2029  $0.00001    5,000,000 
February 2025  Common Stock  February 2030  $0.00001    15,000,000 
May 2025  Common Stock  May 6, 2030  $0.00001    25,000,000 
June 2025  Common Stock  June 30, 2030  $0.00001    50,000,000 
November, 2025  Common Stock  November 26, 2030  $0.00001    713,915,563