UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 4
Under the Securities Exchange Act of 1934
The Crypto Company
(Name of Issuer)
Common Stock, par value $0.001 per share
Series A Preferred Stock, par value $0.001 per share
(Title of Class of Securities)
22906C1027
(CUSIP Number)
The Crypto Company
23823 Malibu Road, # 50477
Malibu, California 90265
(424) 228-9955
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 5, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D/A, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ☐
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| 1 | NAMES OF REPORTING PERSONS
Ronald Levy |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
PF |
| 5 | CHECK IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 532,815,000 Shares of Common Stock(1), and 10 Shares of Series A Preferred Stock(2) |
| 8 | SHARED VOTING POWER
5,117,427(1)(3) | |
| 9 | SOLE DISPOSITIVE POWER
532,815,000 Shares of Common Stock(1), and 10 Shares of Series A Preferred Stock(2) | |
| 10 | SHARED DISPOSITIVE POWER
5,117,427(1)(3) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
537,932,427 Shares of Common Stock(1), and 10 Shares of Series A Preferred Stock(2) |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.14% of the Common Stock(4) 100% of the Series A Preferred Stock(4) |
| 14 | TYPE OF REPORTING PERSON
IN |
| (1) | The 537,932,427 shares of Common Stock (“Common Stock”) beneficially owned consist of (i) 5,117,427 shares of Common Stock owned in the aggregate by Redwood Fund LP and Imperial Strategies, LLC that may be deemed indirectly beneficially owned by Mr. Levy, (ii) 531,565,000 shares of Common Stock directly owned by Mr. Levy, and (iii) 1,250,000 vested options held by Mr. Levy. Each share of Common Stock entitles the Reporting Person to one vote. | |
| (2) | The 10 shares of Series A Preferred Stock (“Preferred Stock”) beneficially owned are directly owned by Mr. Levy. Each share of Preferred Stock entitles the Reporting Person to 950,000,000 votes. | |
| (3) | See Item 5 of this Statement. | |
| (4) | The aggregate percentage of Shares reported owned by the Reporting Persons is based upon: (i) 1,981,881,172 shares of Common Stock, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed with the SEC on August 19, 2024 and (ii) 10 shares of Preferred Stock, which is the total number of shares of Preferred Stock outstanding as of September 5, 2024 as determined by the Issuer. |
Explanatory Note
This Amendment No. 4 to Schedule 13D (this “Schedule 13D/A”) is being filed to amend the statement on Schedule 13D relating to the Common Stock, par value of $0.001, and Preferred Stock, par value of $0.001, of The Crypto Company, a Nevada corporation (the “Issuer”), as filed with the Securities and Exchange Commission (the “SEC”) on June 20, 2017 (the “Original Schedule 13D”), as amended by the statement on Schedule 13D as filed with the SEC on October 11, 2017 (the “First Amendment”), the statement on Schedule 13D as filed with the SEC on November 24, 2023 (the “Second Amendment”) and the statement on Schedule 13D as filed with the SEC on July 9, 2024 (the “Third Amendment”). The Original Schedule 13D, as amended by the First Amendment, the Second Amendment, and the Third Amendment, is hereby further amended and supplemented as detailed below and, except as amended and supplemented hereby, remains in full force and effect.
Item 1. Security and Issuer.
The class of securities to which this statement relates is the shares of Common Stock and the shares of Preferred Stock, each with a par value of $0.001. The address of the principal executive office of the Issuer is 23823 Malibu Road, # 50477, Malibu, California 90265.
Item 2. Identity and Background.
This statement is being filed by the following persons (a “Reporting Person” and, collectively, the “Reporting Persons”):
Mr. Levy is the Chief Executive Officer, Interim Chief Financial Officer, Chairman of the Board, Chief Operating Officer, Secretary and a member of the Board of Directors of the Issuer. The business address of Mr. Levy is 23823 Malibu Road, # 50477 Malibu, California 90265. Mr. Levy is a citizen of the United States.
Imperial Strategies, LLC (“Imperial”) is a Delaware limited liability company that offers consulting and strategic business solutions. The business address of Imperial is 5348 Vegas Drive, Suite 1548, Las Vegas, Nevada 89108.
Redwood Fund LP (“Redwood”) is a Delaware limited partnership that offers consulting and strategic business solutions. The business address of Redwood is 23679 Calabasas Road, #947, Calabasas, CA 91302.
During the last five years, none of the Reporting Persons nor, if applicable, any of their officers or directors: (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of Schedule 13D is amended to add the following:
On September 5, 2024, the Issuer, upon the approval of the Issuer’s Board of Directors, granted Ronald Levy, Issuer’s Chief Executive Officer, Chairman, Interim Chief Financial Officer, Chief Operating Officer Secretary and a member of the Board of Directors, a stock award of 10 shares of Preferred Stock for his exceptional performance and dedicated service.
Item 4. Purpose of Transaction.
Item 4 of Schedule 13D is amended to add the information set forth in Item 3 above, which is incorporated into this Item 4 by reference.
Item 5. Interest in Securities of the Issuer.
The information contained on the cover page to this Statement and the information set forth or incorporated in Item 4 is incorporated herein by reference.
Items 5(a)-(c) are hereby amended and restated to read as follows:
| (a) | Redwood is the direct beneficial owner of 3,031,810 shares of Common Stock. Ladyface Capital, LLC is the General Partner of Redwood. Ronald Levy, Chief Executive Officer, Interim Chief Financial Officer, Chief Operating Officer and Secretary of the Issuer, is the Chief Operating Officer of Ladyface Capital, LLC. Accordingly, Mr. Levy may be deemed to have voting and investment power over the shares of Common Stock beneficially owned by Redwood.
Mr. Levy is the direct beneficial owner of 531,565,000 shares of Common Stock and vested options that he holds personally. Mr. Levy is also the direct beneficial owner of 10 shares of Preferred Stock. | |
| Imperial is the direct beneficial owner of 2,085,617 shares of Common Stock. Ron Levy, Chief Executive Officer, Interim Chief Financial Officer, Chief Operating Officer and Secretary of the Issuer, is the Chief Executive Officer of Imperial. Accordingly, Mr. Levy may be deemed to have voting and investment power over the shares beneficially owned by Imperial. | ||
| The percentage ownership is calculated based on (i) 1,981,881,172 shares of Common Stock, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed with the SEC on August 19, 2024 and (ii) 10 shares of Series A Preferred Stock, which is the total number of shares of Preferred Stock outstanding as of September 5, 2024 as determined by the Issuer. |
| (b) | See Items 11 and 13 of the cover page to this Statement for the aggregate number of shares and percentage of issued and outstanding Shares owned by the Reporting Person. The percentage ownership is calculated based on (i) 1,981,881,172 shares of Common Stock, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed with the SEC on August 19, 2024 and (ii) 10 shares of Series A Preferred Stock, which is the total number of shares of Preferred Stock outstanding as of September 5, 2024 as determined by the Issuer. | |
| (c) | Except as set forth below and elsewhere in this Schedule 13D/A, there have been no other transactions in the class of securities reported on that were effected within the past sixty days. |
| In the past sixty days, there have been no sales effected by the Reporting Persons to various accredited investors in private transactions exempt from registration under Section 4(a) of the Securities Act of 1933, as amended. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Except as set forth in this Schedule 13D/A, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between any Reporting Person and any person with respect to any securities of the Issuer, including but not limited to: transfer or voting of any of the securities of the Issuer or of its subsidiaries, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Issuer.
The Reporting Persons are filing this Schedule 13D/A jointly, but not as members of a group, and each disclaims membership in a group. Each Reporting Person also disclaims beneficial ownership of the shares of the Issuer’s stock except to the extent of that Reporting Person’s pecuniary interest therein. In addition, the filing of this Schedule 13D/A on behalf of Imperial should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any of the Shares covered by this Schedule 13D/A.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 6, 2024
| /s/ Ronald Levy | ||
| Ronald Levy | ||
| IMPERIAL STRATEGIES, LLC | ||
| By: | /s/ Ronald Levy | |
| Name: | Ronald Levy | |
| Title: | Chief Executive Officer | |
| REDWOOD FUND LP | ||
| By: | /s/ Ronald Levy | |
| Name: | Ronald Levy | |
| Title: | Authorized Representative | |