Item 1.01. Entry into a Material Definitive Agreement.

On October 5, 2022, Descrypto Holdings, Inc. (the "Company") entered into certain Subscription Agreements (each, a "Series A Subscription Agreement" and collectively, the "Series A Subscription Agreements"), dated as of October 5, 2022 by and between the Company and each of the following purchasers: Brian Klatsky, American Capital Ventures Inc. ("ACV"), and Leone Group LLC ("Leone") (collectively, the "Series A Purchasers"). Pursuant to the terms of the Series A Subscription Agreements, the Company agreed to issue shares of the Company's Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred Shares") to the Series A Purchasers.

Mr. Klatsky is a member of the Company's Board of Directors, a significant stockholder of the Company and President of OpenLocker, Inc., a wholly owned operating subsidiary of the Company. Howard Gostfrand, Chief Executive Officer, Principal Financial Officer and director of the Company, is President and founder of ACV. Laura Anthony, President and Chairperson of the Company's Board of Directors, is managing member of Leone.

The Series A Subscription Agreements contain customary representations and warranties of the parties and indemnification provisions under which the Series A Purchasers have agreed to indemnify the Company against certain liabilities due to or arising out of a breach of any representation or warranty of a Series A Purchaser contained in the Series A Subscription Agreement.

The information set forth above is qualified in its entirety by reference to the actual terms of the Series A Subscription Agreements, a form of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.

Pursuant to the Series A Subscription Agreements, the Company issued an aggregate of 9,000 Series A Preferred Shares to the Series A Purchasers. Of this amount, the Company (i) issued 3,000 Series A Preferred Shares to ACV at a purchase price of $0.66666666 per share, for a total purchase price of $2,000, (ii) issued 3,000 Series A Preferred Shares to Leone at a purchase price of $0.66666666 per share, for a total purchase price of $2,000, and (iii) issued 3,000 Series A Preferred Shares to Brian Klatsky at a purchase price of $0.66666666 per share, for a total purchase price of $2,000. After giving effect to these issuances, the Company has 44,520 Series A Preferred Shares outstanding.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

The following exhibit is filed with this Current Report on Form 8-K:



Exhibit No.   Description

10.1            Form of Subscription Agreement (Series A Preferred Stock) dated as of
              October 5, 2022.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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