UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry Into a Material Definitive Agreement.
On August 31, 2023, The Crypto Company (the “Company”) entered into a Code Licensing Commercial Agreement (the “Agreement”) with TelBill, LLC (“TelBill”), pursuant to which TelBill grants the Company a non-exclusive, worldwide, revocable, non-transferable, sublicensable, license to use and market its software and fin-tech products and services to the Company’s customers. In exchange, the Company will pay TelBill a sum of $300,000, paid in accordance with the fee schedule set forth in the Agreement. The Company will also pay TelBill for all security system infrastructure costs and to manage the code instance, which will both be billed at actual cost with no markup. In addition, TelBill is entitled to share in the revenue generated by the Company through the use of TelBill’s software, at a rate of 15% of net program profits. As additional consideration for the license, the Company will provide TelBill with 19.98% equity in the Company in the form of warrants with a 30-year expiration, and which vest in accordance with the vesting schedule set forth in the Agreement.
The Agreement has a one hundred year term or will continue until it is terminated in accordance with the provisions set forth in the Agreement. Each party may terminate the Agreement, upon written notice to the other party. Neither party may assign the Agreement, including through a change of control. The Agreement also contains customary representations, warranties and covenants, and the parties have also agreed to indemnify and hold each other harmless from claims and losses arising directly or indirectly from the Agreement under certain circumstances.
The above description of the License Agreement does not purport to be complete and is qualified in its entirety by the full text of such Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Code Licensing Commercial Agreement by and between The Crypto Company and TelBill, LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE CRYPTO COMPANY | ||
| Date: September 7, 2023 | By: | /s/ Ron Levy |
| Name: | Ron Levy | |
| Title: | Chief Executive Officer, Chief Operating Officer and Secretary | |