The dilutive financing buys the company only a trivial amount of cash ($300k) while massively expanding share count. The accounting review and delayed filings introduce material uncertainty — a restatement would likely further damage credibility. Monitor for the overdue 10-K and any 8-K disclosing the outcome of the accounting review; until then, the stock is trading on a fundamentally opaque and highly dilutive capital structure.
Price Chart
Executive Summary
Crypto Co executed private placement subscription agreements with three accredited investors (including CEO Ron Levy) to sell 96,000,000 shares of common stock for $300,000 in cash — an implied $0.003125/share — and issued prepaid warrants for a future offering. The company simultaneously disclosed it is delinquent on its 10-K (FY2025) and 10-Q (Q1 2026) filings and is reviewing historical accounting treatments that may require restatement. This combination of extreme dilutive financing at a microscopic implied price and material filing/reporting failures is a strong negative signal.
Key Financial Metrics
Key Facts
- Aggregate of 96,000,000 shares sold for $300,000 in cash to Three Mile Creek Future LLC, Bryn Rodriguez, and CEO Ron Levy
- Implied per-share price of approximately $0.003125 — extraordinarily low relative to any reasonable market baseline
- Company is delinquent on its FY2025 10-K and Q1 2026 10-Q filings
- Company is reviewing accounting treatment for historical financing arrangements and may determine restatements are required
- Prepaid warrants issued to each investor to participate in any future $5M+ private placement, if undertaken
- The information under accounting review will remain material non-public information until the 10-K or related 8-K is filed
Financial Impact
Extreme dilution: 96,000,000 shares issued for only $300,000 — a roughly $0.003 per share implied valuation. The filing also warns of potential financial restatement, which could retroactively impair already weak equity.
Risk Factors
- Potential financial restatement could wipe out remaining equity
- Continued delinquency may lead to SEC enforcement or trading suspension on OTC markets
- Extreme dilution at near-zero pricing indicates severe capital constraint and distressed financing terms
- CEO participation in offering may signal insiders see value, but the company's own disclosure of potential restatement and filing failures undermines that signal
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001493152-26-028324 |
| Document: form8-k.htm | 0001493152-26-028324 |
| Document: 0001493152-26-028324-index-headers.html | 0001493152-26-028324 |
| Document: 0001493152-26-028324-index.html | 0001493152-26-028324 |
| Document: 0001493152-26-028324.txt | 0001493152-26-028324 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 15, 2026 12d ago | 8-K | $0.001000 | awaiting T+60 | — | $0.001000 (−0.00%) |
Sep 30, 2026 27d ago | 8-K | $0.001000 | awaiting T+60 | — | $0.001000 (+0.00%) |
Sep 24, 2026 4w ago | 8-K | $0.001000 | awaiting T+60 | — | $0.001000 (−0.00%) |
Jun 24, 2026 17w ago | 10-K/A | $0.001000 $0.001000 | · 0.00% | ▲ +3.85% | $0.001000 (−0.00%) |
Jun 24, 2026 17w ago | 8-K | $0.001000 $0.001000 | · 0.00% | ▲ +3.85% | $0.001000 (−0.00%) |
Jun 11, 2026 19w ago | 8-K | $0.001000 $0.000900 | ▲ +10.00% | ▲ +13.53% | $0.001000 (−0.00%) |
May 15, 2026 23w ago | 8-K | $0.002000 $0.000800 | ▲ +60.00% | ▲ +64.85% | $0.001000 (+50.00%) |
Apr 28, 2026 26w ago | 8-K | $0.001000 $0.000900 | ▲ +10.00% | ▲ +14.11% | $0.001000 (−0.00%) |
Mar 5, 2026 33w ago | 8-K | $0.001000 $0.002000 | ▼ −100.00% | ▼ −87.22% | $0.001000 (−0.00%) |
US Market Status
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