Core Insights - Eightco Holdings Inc. has announced a private placement for approximately 171,232,877 shares at $1.46 per share, aiming for gross proceeds of about $250 million [1][3] - The company plans to use the proceeds to acquire Worldcoin (WLD) as its primary treasury reserve asset, with a focus on enhancing its treasury operations [3][6] - Dan Ives has been appointed as Chairman of the Board, emphasizing the importance of World in the AI-driven Fourth Industrial Revolution [4][9] Investment Details - The private placement was led by MOZAYYX, with participation from notable institutional investors including World Foundation, Discovery Capital Management, and BitMine Immersion Technologies, which invested an additional $20 million [2][5] - The closing of the offering is expected around September 11, 2025, pending customary closing conditions [3] Strategic Focus - World aims to establish a universal foundation for digital identity through its zero-knowledge Proof of Human technology, addressing future security and identity challenges [7][8] - The proprietary iris-scanning Orb technology is designed to create a trusted digital identity system, which is crucial for the evolving landscape dominated by AI and bots [8] Future Outlook - If successful, World could become the largest network of verified individuals online, transforming online interactions and transactions [9] - The company is committed to leveraging innovative strategies to create significant value and growth for its portfolio companies and stockholders [13]

Core Viewpoint - Eightco Holdings Inc. reported a significant increase in revenues but also faced a net loss for the second quarter and first half of 2025 compared to the same periods in 2024 [1][3]. Financial Performance - Revenues for the second quarter of 2025 reached $7.6 million, up from $5.3 million in the same quarter of 2024, representing a year-over-year increase of approximately 43.3% [2][3]. - Gross profit for the second quarter was $1.2 million, slightly down from $1.3 million in the prior year quarter [2][3]. - The operating loss for the second quarter was $1.2 million, compared to an operating loss of $0.9 million in the same quarter of 2024 [2][3]. - The net loss for the second quarter was $1.2 million, or $0.38 per share, contrasting with a net income of $4.4 million, or $2.15 per diluted share, in the prior year quarter [2][3]. - For the first half of 2025, revenues totaled $17.5 million, compared to $13.2 million in the first half of 2024, marking an increase of approximately 32.8% [2][3]. - The net loss for the first half of 2025 was $3.7 million, compared to a net income of $6.4 million in the first half of 2024 [2][3]. Company Overview - Eightco Holdings Inc. operates subsidiaries including Forever 8, which focuses on inventory capital and management for e-commerce sellers, and Ferguson Containers, Inc., which provides manufacturing and logistical solutions [3][4]. - The company is actively pursuing new opportunities to enhance its portfolio of technology solutions aimed at the e-commerce ecosystem through strategic acquisitions [4].

PART I - FINANCIAL INFORMATION [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) This section presents Eightco Holdings Inc.'s unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive loss, changes in stockholders' equity, and cash flows, along with detailed notes explaining the company's operations, accounting policies, financial position, and recent events [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This statement provides a snapshot of the company's assets, liabilities, and stockholders' equity at specific points in time Condensed Consolidated Balance Sheets (Unaudited) | ASSETS (in $) | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :------------ | :---------------- | | Cash and cash equivalents | 696,252 | 239,187 | | Accounts receivable, net | 1,087,145 | 1,592,049 | | Inventories, net | 6,292,874 | 7,834,351 | | Prepaid expenses and other current assets | 1,001,170 | 1,002,023 | | Current assets of discontinued operations held for sale | - | 1,798,239 | | **Total current assets** | **9,077,441** | **12,465,849** | | Property and equipment, net | 7,565 | 5,452 | | Intangible assets, net | 12,678,928 | 13,828,214 | | Goodwill | 22,324,588 | 22,324,588 | | Loan held-for-investment | 4,587,630 | 2,224,252 | | **Total assets** | **48,676,152** | **50,848,355** | | LIABILITIES AND STOCKHOLDERS' EQUITY (in $) | | | | Accounts payable | 2,395,276 | 2,061,265 | | Accounts payable – related parties | 130,000 | 300,000 | | Accrued expenses and other current liabilities | 2,398,283 | 2,936,580 | | Accrued expenses and other current liabilities – related parties | 3,421,050 | 2,050,684 | | Convertible notes payable – related parties, net | 11,500,000 | 11,500,000 | | Line of credit | 6,955,000 | 6,850,000 | | Line of credit – related parties | 3,425,000 | 3,525,000 | | Due to Former Parent | 222,409 | 480,000 | | Current liabilities of discontinued operations held for sale | - | 107,731 | | **Total current liabilities** | **30,447,018** | **29,811,260** | | Convertible notes payable – related parties, net of debt discount | 9,734,848 | 9,521,155 | | **Total liabilities** | **40,181,866** | **39,332,415** | | Total stockholders' equity | 8,494,286 | 11,515,940 | | **Total liabilities and stockholders' equity** | **48,676,152** | **50,848,355** | - Total assets decreased by **$2.17 million (4.27%)** from $50.85 million at December 31, 2024, to $48.68 million at June 30, 2025[17](index=17&type=chunk) - Total liabilities increased by **$0.85 million (2.16%)** from $39.33 million at December 31, 2024, to $40.18 million at June 30, 2025[17](index=17&type=chunk) - Total stockholders' equity decreased by **$3.02 million (26.23%)** from $11.52 million at December 31, 2024, to $8.49 million at June 30, 2025[17](index=17&type=chunk) [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This statement details the company's revenues, costs, and net income or loss over specific reporting periods Condensed Consolidated Statements of Operations (Unaudited) | (in $) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues, net | 7,578,646 | 5,283,593 | 17,492,633 | 13,242,290 | | Cost of revenues | 6,333,350 | 3,959,810 | 15,434,078 | 10,529,497 | | Gross profit | 1,245,296 | 1,323,783 | 2,058,555 | 2,712,793 | | Operating loss | (1,206,536) | (868,165) | (2,622,702) | (4,021,936) | | Net income (loss) from continuing operations | (1,169,519) | 4,333,571 | (3,823,798) | 6,107,706 | | Net income from discontinued operations | - | 115,321 | 105,553 | 282,149 | | **Net income (loss)** | **(1,169,519)** | **4,448,892** | **(3,718,245)** | **6,389,855** | | Net income (loss) per share – basic | (0.38) | 2.55 | (1.38) | 4.66 | | Net income (loss) per share – diluted | (0.38) | 2.15 | (1.38) | 3.76 | - For the three months ended June 30, 2025, net revenues increased by **43.44% YoY to $7.58 million**, while gross profit decreased by **5.93% YoY to $1.25 million**, primarily due to lower margin product sales[19](index=19&type=chunk)[184](index=184&type=chunk)[186](index=186&type=chunk) - The company reported a net loss of **$(1.17) million** for the three months ended June 30, 2025, a significant decrease from a net income of $4.45 million in the prior year, largely due to the absence of a gain on extinguishment of liabilities recognized in 2024[19](index=19&type=chunk)[192](index=19&type=chunk) - For the six months ended June 30, 2025, net revenues increased by **32.10% YoY to $17.49 million**, but gross profit decreased by **24.12% YoY to $2.06 million**, also attributed to lower margin product sales[19](index=19&type=chunk)[194](index=194&type=chunk)[196](index=196&type=chunk) - The net loss for the six months ended June 30, 2025, was **$(3.72) million**, compared to a net income of $6.39 million in the same period last year, primarily due to the absence of significant gains from extinguishment of liabilities and forgiveness of earnout in 2024[19](index=19&type=chunk)[204](index=204&type=chunk) [Condensed Consolidated Statements of Comprehensive Loss](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) This statement presents the net income or loss alongside other comprehensive income or loss items not included in net income Condensed Consolidated Statements of Comprehensive Loss (Unaudited) | (in $) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | (1,169,519) | 4,448,892 | (3,718,245) | 6,389,867 | | Foreign currency translation – unrealized gain (loss) | 368,219 | (5,337) | 553,389 | (182,814) | | **Comprehensive income (loss)** | **(801,300)** | **4,443,555** | **(3,164,856)** | **6,207,053** | - Comprehensive loss for the three months ended June 30, 2025, was **$(801,300)**, a significant decline from comprehensive income of $4,443,555 in the prior year, despite a positive foreign currency translation gain of $368,219[20](index=20&type=chunk)[52](index=52&type=chunk) - For the six months ended June 30, 2025, comprehensive loss was **$(3,164,856)**, compared to comprehensive income of $6,207,053 in the same period last year, with foreign currency translation contributing a gain of $553,389[20](index=20&type=chunk)[52](index=52&type=chunk) [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) This statement outlines the changes in the company's equity accounts, including common stock and accumulated deficit, over time - Total stockholders' equity decreased from **$11,515,940** at January 1, 2025, to **$8,494,286** at June 30, 2025, primarily due to net losses incurred during the period[21](index=21&type=chunk)[22](index=22&type=chunk) - Common stock outstanding increased from **2,479,363 shares** at December 31, 2024, to **3,044,744 shares** at June 30, 2025, mainly due to issuances to satisfy accrued interest to debt holders and for settlement of liabilities to vendors[21](index=21&type=chunk)[22](index=22&type=chunk)[129](index=129&type=chunk)[130](index=130&type=chunk) - Additional paid-in capital saw a net increase, while the accumulated deficit significantly widened from **$(112,570,049)** to **$(116,288,293)** over the six-month period[21](index=21&type=chunk)[22](index=22&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This statement categorizes cash inflows and outflows from operating, investing, and financing activities over specific periods Condensed Consolidated Statements of Cash Flows (Unaudited) | (in $) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by (used in) operating activities | 340,614 | (1,163,566) | | Net cash provided by (used in) investing activities | 397,759 | (5,881) | | Net cash provided by (used in) financing activities | (281,308) | (3,715,313) | | **Net increase (decrease) in cash and cash equivalents** | **457,065** | **(4,884,760)** | | Cash and cash equivalents, beginning of the year | 239,187 | 5,247,836 | | **Cash and cash equivalents, end of the period** | **696,252** | **363,076** | - Net cash provided by operating activities significantly improved to **$340,614** for the six months ended June 30, 2025, compared to net cash used of $(1,163,566) in the prior year, driven by adjustments for depreciation, amortization, and changes in assets and liabilities, despite a net loss[24](index=24&type=chunk)[209](index=209&type=chunk) - Net cash provided by investing activities was **$397,759**, a substantial increase from $(5,881) used in the prior year, primarily due to proceeds from the sale of assets of the Corrugated Business[24](index=24&type=chunk)[211](index=211&type=chunk) - Net cash used in financing activities decreased to **$(281,308)** from $(3,715,313) in the prior year, mainly due to fewer repayments of debt instruments, particularly convertible notes payable[24](index=24&type=chunk)[212](index=212&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes provide essential details and explanations supporting the condensed consolidated financial statements [1. Nature of Operations and Basis of Presentation](index=13&type=section&id=1.%20Nature%20of%20Operations%20and%20Basis%20of%20Presentation) This note describes the company's business activities, recent operational changes, and the accounting principles used in preparing the financial statements - Eightco Holdings Inc. operates primarily in the Forever 8 Inventory Cash Flow Solution business, which focuses on purchasing inventory for e-commerce retailers[27](index=27&type=chunk) - The company ceased its Corrugated Packaging Business on April 7, 2025, following the sale of its assets, and no longer intends to continue its Web3 Business (BTC mining equipment and NFT character set)[27](index=27&type=chunk) - The company became an independent, publicly traded entity on June 30, 2022, after spinning off from its former parent, Vinco Ventures, Inc[29](index=29&type=chunk) [2. Summary of Significant Accounting Policies](index=14&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the key accounting principles, methods, and judgments applied in the preparation of the financial statements - All share and per share amounts in the financial statements have been retrospectively adjusted to reflect a **1-for-5 reverse stock split** effective August 8, 2024[34](index=34&type=chunk) - Revenue is recognized when performance obligations are satisfied by transferring goods or services to customers, with product sales recognized upon customer receipt[49](index=49&type=chunk) - Approximately **86% of consolidated revenues** for the three months ended June 30, 2025, were derived from European customers and denominated primarily in Euros, exposing the company to foreign currency risk[56](index=56&type=chunk) - As of April 7, 2025, following the sale of the Corrugated Packaging Business, the company operates as a single operating segment focused on Inventory Management Solutions[74](index=74&type=chunk) [3. Going Concern](index=21&type=section&id=3.%20Going%20Concern) This note addresses the company's ability to continue operations, highlighting liquidity challenges and plans to secure additional capital - The company has negative cash flows from operations, an accumulated deficit of **$116.3 million** as of June 30, 2025, and anticipates further losses, raising substantial doubt about its ability to continue as a going concern for the next 12 months[78](index=78&type=chunk) - Current cash and cash equivalents of approximately **$0.2 million** (as of the report filing date) are not expected to be sufficient to meet operating requirements for the next 12 months[79](index=79&type=chunk) - The company plans to reduce costs and raise additional capital, but there is no assurance that such financing will be available on favorable terms or without significant dilution to current stockholders[80](index=80&type=chunk) [4. Acquisitions and Divestitures](index=21&type=section&id=4.%20Acquisitions%20and%20Divestitures) This note details the sale of the Corrugated Packaging Business and its financial impact on discontinued operations - On April 7, 2025, Eightco completed the sale of substantially all assets of its Corrugated Packaging Business (Ferguson Containers, Inc.) for a total consideration of **$3,057,835**, resulting in a gain on divestiture of **$1,231,774**[81](index=81&type=chunk) Net Income from Discontinued Operations | (in $) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues | - | 1,733,420 | 1,773,929 | 3,394,543 | | Net income from discontinued operations | - | 115,321 | 105,553 | 282,149 | - Cash flows from discontinued operations for the six months ended June 30, 2025, showed net cash used in operating activities of **$(28,402)** and net cash used in investing activities of **$(139,921)**, including a working capital transfer to the buyer of $(125,431)[86](index=86&type=chunk) [5. Restructuring and Severance](index=25&type=section&id=5.%20RESTRUCTURING%20AND%20SEVERANCE) This note reports on the company's restructuring activities and associated severance charges and liabilities - No restructuring and severance charges were incurred for the three and six months ended June 30, 2025, compared to **$1,414,838** for the six months ended June 30, 2024[88](index=88&type=chunk) - The restructuring and severance liability decreased from **$3,060,388** at January 1, 2025, to **$3,009,056** at June 30, 2025, due to payments and adjustments[88](index=88&type=chunk) [6. Accounts Receivable](index=25&type=section&id=6.%20ACCOUNTS%20RECEIVABLE) This note provides a breakdown of trade accounts receivable and the allowance for credit losses from continuing operations Accounts Receivable (Continuing Operations) | (in $) | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :---------------- | | Trade accounts receivable | 1,087,145 | 2,440,366 | | Less: allowance for credit losses | - | (60,000) | | Less: accounts receivable – discontinued operations | - | (788,317) | | **Accounts receivable – continuing operations** | **1,087,145** | **1,592,049** | - Accounts receivable from continuing operations decreased by **$504,904 (31.71%)** from $1,592,049 at December 31, 2024, to $1,087,145 at June 30, 2025[89](index=89&type=chunk) - The allowance for credit losses was reduced from **$60,000** at December 31, 2024, to **$0** at June 30, 2025[39](index=39&type=chunk)[89](index=89&type=chunk) [7. Inventories](index=25&type=section&id=7.%20INVENTORIES) This note details the composition of inventories, including finished goods and the reserve for obsolescence, for continuing operations Inventories (Continuing Operations) | (in $) | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :---------------- | | Finished goods | 6,792,874 | 8,435,928 | | Reserve for obsolescence | (500,000) | (500,000) | | Less: inventories – discontinued operations | - | (101,577) | | **Inventories – continuing operations** | **6,292,874** | **7,834,351** | - Inventories from continuing operations decreased by **$1,541,477 (19.68%)** from $7,834,351 at December 31, 2024, to $6,292,874 at June 30, 2025[90](index=90&type=chunk) - The reserve for obsolescence remained constant at **$500,000**[90](index=90&type=chunk) [8. Prepaid Expenses and Other Current Assets](index=26&type=section&id=8.%20PREPAID%20EXPENSES%20AND%20OTHER%20CURRENT%20ASSETS) This note outlines the components of prepaid expenses and other current assets, including advances for inventory and escrow receivables Prepaid Expenses and Other Current Assets (Continuing Operations) | (in $) | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :---------------- | | Advances for inventory purchases | 701,116 | 949,641 | | Escrow receivable | 250,000 | - | | **Total other current assets – continuing operations** | **1,001,170** | **1,002,023** | - Prepaid expenses and other current assets from continuing operations remained stable at approximately **$1.00 million**[92](index=92&type=chunk) - A new escrow receivable of **$250,000** was recorded at June 30, 2025[92](index=92&type=chunk) [9. Loan Held-for-Investment](index=26&type=section&id=9.%20LOAN%20HELD-FOR-INVESTMENT) This note describes the company's loans held for investment, including new and existing notes, and their terms Loan Held-for-Investment | (in $) | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :---------------- | | Wattum Management Inc. – 5%, 10/2026 | 2,224,252 | 2,224,252 | | Reichard Containers, LLC – 9.75%, 4/2035 | 2,363,378 | - | | **Total loan held-for-investment** | **4,587,630** | **2,224,252** | - Total loan held-for-investment increased by **$2,363,378** to $4,587,630 at June 30, 2025, primarily due to a new loan to Reichard Containers, LLC, which purchased the assets of Ferguson Containers, Inc[93](index=93&type=chunk)[94](index=94&type=chunk) - The Reichard note is secured by assets of Reichard Containers, LLC, due April 2035, with monthly payments of **$32,693**[94](index=94&type=chunk) [10. Property and Equipment, Net](index=26&type=section&id=10.%20PROPERTY%20AND%20EQUIPMENT,%20NET) This note presents the net book value of property and equipment for continuing operations and associated depreciation Property and Equipment, Net (Continuing Operations) | (in $) | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :---------------- | | Furniture and fixtures | 8,418 | 284,877 | | Less: accumulated depreciation | (853) | (5,834,427) | | **Property and equipment, net – continuing operations** | **7,565** | **5,452** | - Property and equipment, net, for continuing operations increased slightly to **$7,565** at June 30, 2025, from $5,452 at December 31, 2024[96](index=96&type=chunk) - Depreciation expense for continuing operations was **$95** for the three months and **$38,087** for the six months ended June 30, 2025[97](index=97&type=chunk) [11. Intangible Assets, Net](index=28&type=section&id=11.%20INTANGIBLE%20ASSETS,%20NET) This note details the company's intangible assets, such as customer relationships and developed technology, net of accumulated amortization Intangible Assets, Net | (in $) | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :---------------- | | Customer relationships | 7,100,000 | 7,100,000 | | Developed technology | 9,700,000 | 9,700,000 | | Trademarks and tradenames | 2,200,000 | 2,200,000 | | Less: accumulated amortization | (6,321,072) | (5,171,786) | | **Total intangible assets, net** | **12,678,928** | **13,828,214** | - Net intangible assets decreased by **$1,149,286 (8.31%)** to $12,678,928 at June 30, 2025, from $13,828,214 at December 31, 2024, primarily due to amortization[99](index=99&type=chunk) - Amortization expense was **$574,643** for the three months and **$1,149,286** for the six months ended June 30, 2025[99](index=99&type=chunk) [12. Accrued Expenses and Other Current Liabilities](index=29&type=section&id=12.%20ACCRUED%20EXPENSES%20AND%20OTHER%20CURRENT%20LIABILITIES) This note provides a breakdown of accrued expenses and other current liabilities, including payroll, interest, and related party amounts Accrued Expenses and Other Current Liabilities (Continuing Operations) | (in $) | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :---------------- | | Payroll and related benefits | 2,926,377 | 3,130,269 | | Accrued interest | 2,206,743 | 936,395 | | Accrued rent | 120,000 | 120,000 | | Less: Accrued expenses and other current liabilities – related parties | 3,421,050 | 2,050,684 | | **Accrued expenses and other current liabilities** | **2,398,283** | **2,936,580** | - Accrued expenses and other current liabilities (excluding related parties) decreased by **$538,297 (18.33%)** to $2,398,283 at June 30, 2025, from $2,936,580 at December 31, 2024[102](index=102&type=chunk) - Accrued interest significantly increased to **$2,206,743** from $936,395, while payroll and related benefits decreased[102](index=102&type=chunk) [13. Due to and From Former Parent](index=29&type=section&id=13.%20DUE%20TO%20AND%20FROM%20FORMER%20PARENT) This note specifies the outstanding balance owed to the company's former parent entity - The net amount due to Former Parent (Vinco Ventures, Inc.) decreased to **$222,409** at June 30, 2025, from $480,000 at December 31, 2024[103](index=103&type=chunk) [14. Lines of Credit](index=29&type=section&id=14.%20LINES%20OF%20CREDIT) This note details the principal amounts and interest expenses associated with the company's lines of credit Lines of Credit Principal | (in $) | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :---------------- | | Lines of credit 12% - 18% | 6,955,000 | 6,850,000 | - Principal due under lines of credit increased slightly to **$6,955,000** at June 30, 2025, from $6,850,000 at December 31, 2024[104](index=104&type=chunk) - Interest expense from lines of credit increased to **$246,146** for the three months and **$493,790** for the six months ended June 30, 2025, compared to the prior year[104](index=104&type=chunk) [15. Lines of Credit – Related Parties](index=30&type=section&id=15.%20LINES%20OF%20CREDIT%20%E2%80%93%20RELATED%20PARTIES) This note outlines the principal amounts and interest expenses for lines of credit with related parties Lines of Credit – Related Parties Principal | (in $) | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :---------------- | | Lines of credit 12% - 18% | 3,425,000 | 3,525,000 | - Principal due under lines of credit – related parties decreased to **$3,425,000** at June 30, 2025, from $3,525,000 at December 31, 2024[108](index=108&type=chunk) - Interest expense from related party lines of credit increased to **$134,887** for the three months and **$270,812** for the six months ended June 30, 2025, compared to the prior year[108](index=108&type=chunk) [16. Convertible Notes Payable](index=30&type=section&id=16.%20CONVERTIBLE%20NOTES%20PAYABLE) This note discusses the status of convertible notes payable, noting their full repayment in prior periods - All convertible notes payable with the Note Investor (January 2022 Note and March 2023 Note) were repaid in full during 2023 and 2024, with no such notes outstanding as of June 30, 2025[110](index=110&type=chunk)[112](index=112&type=chunk) - Interest expense under these convertible notes was **$0** for the three months ended June 30, 2024, and **$277,750** for the six months ended June 30, 2024, related to debt discount amortization[111](index=111&type=chunk) [17. Convertible Notes Payable – Related Parties](index=31&type=section&id=17.%20CONVERTIBLE%20NOTES%20PAYABLE%20%E2%80%93%20RELATED%20PARTIES) This note details the principal and long-term portions of convertible notes payable to related parties and associated interest expense Convertible Notes Payable – Related Parties | (in $) | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :---------------- | | Notes payable, 12% | 21,484,848 | 21,771,155 | | Less: current portion | 11,500,000 | 11,500,000 | | Notes payable, long-term portion, net | 9,734,848 | 9,521,155 | - Principal due under convertible notes payable – related parties decreased slightly to **$21,484,848** at June 30, 2025, from $21,771,155 at December 31, 2024[115](index=115&type=chunk) - Interest expense from related party convertible notes was **$895,784** for the three months and **$1,799,746** for the six months ended June 30, 2025, including debt discount amortization[115](index=115&type=chunk) [18. Income Taxes](index=31&type=section&id=18.%20INCOME%20TAXES) This note explains the company's income tax position, including net operating loss carryforwards and valuation allowances - Income tax benefit was **$(28,793)** for the six months ended June 30, 2025, compared to $0 in the prior year, as the company has significant net operating loss carryforwards and applies for R&D credits[122](index=122&type=chunk)[203](index=203&type=chunk) - As of June 30, 2025, the company had a federal net operating loss carryforward of approximately **$10,667,381**, which does not expire but is subject to annual limitations[124](index=124&type=chunk) - A full valuation allowance has been recorded against deferred tax assets associated with net operating losses[122](index=122&type=chunk) [19. Stockholders' Equity](index=32&type=section&id=19.%20STOCKHOLDERS'%20EQUITY) This note details changes in stockholders' equity, including common stock issuances and the accumulated deficit - Under the At-The-Market (ATM) Agreement, the company sold **692,890 shares** of common stock for net proceeds of **$2,422,910** since inception through June 30, 2025, but no shares were sold during the three and six months ended June 30, 2025[128](index=128&type=chunk) - During the six months ended June 30, 2025, the company issued **485,381 shares** of common stock valued at **$713,511** to satisfy accrued interest to debt holders and **80,000 shares** valued at **$143,201** to vendors for settlement of liabilities[129](index=129&type=chunk) - As of June 30, 2025, there were **3,044,744 shares** of common stock outstanding, up from 2,479,363 shares at December 31, 2024[130](index=130&type=chunk) [20. Commitments and Contingencies](index=32&type=section&id=20.%20COMMITMENTS%20AND%20CONTINGENCIES) This note describes the company's lease commitments and other potential liabilities - The company leases office space on a month-to-month basis from an affiliated entity and has elected not to recognize right-of-use assets and lease liabilities for short-term leases[131](index=131&type=chunk) - Rent expense decreased to **$17,521** for the three months and **$84,220** for the six months ended June 30, 2025, compared to $124,783 and $190,927, respectively, in the prior year[132](index=132&type=chunk) [21. Segment Reporting](index=33&type=section&id=21.%20Segment%20Reporting) This note explains the company's operating segments, particularly the shift to a single segment and geographical revenue breakdown - Following the sale of the Corrugated Packaging Business on April 7, 2025, the company now operates as a single operating segment: Inventory Management Solutions[134](index=134&type=chunk) Segment Revenues by Geography | (in $) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | North America | 926,130 | 3,555,050 | 3,679,843 | 6,668,172 | | Europe | 6,652,516 | 3,661,963 | 15,586,719 | 9,968,661 | | **Total geography and consolidated revenues** | **7,578,646** | **7,017,013** | **19,266,562** | **16,636,833** | - Revenues from Europe significantly increased for both the three-month (**81.66% YoY**) and six-month (**56.39% YoY**) periods ended June 30, 2025, while North American revenues decreased[142](index=142&type=chunk) [22. Subsequent Events](index=35&type=section&id=22.%20Subsequent%20Events) This note reports on significant events occurring after the reporting period that may impact the company's financial position - On July 2, 2025, the U.S. Congress enacted the Taxpayer Fairness and Growth Act of 2025, which includes a corporate rate reduction effective fiscal 2026, expected to have a favorable impact on the company's effective tax rate[143](index=143&type=chunk) - On August 5, 2025, the company entered into a Forfeiture and Release Agreement with Ridgewood LLC, resulting in the forfeiture of Preferred Units and a Convertible Promissory Note with a principal amount of **$371,364**, and an expected gain of approximately **$400,000**[144](index=144&type=chunk)[145](index=145&type=chunk)[147](index=147&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Eightco Holdings Inc.'s financial condition and operational results for the periods ended June 30, 2025, highlighting key revenue and expense drivers, liquidity challenges, and recent financing activities. It details the shift to a single operating segment and the impact of significant non-operating gains in prior periods on current performance [Overview](index=36&type=section&id=Overview) This section introduces Eightco Holdings Inc.'s business, recent name change, and operational focus on inventory cash flow solutions - Eightco Holdings Inc. (formerly Cryptyde, Inc.) changed its name and stock symbol to 'OCTO' on April 4, 2023[149](index=149&type=chunk) - The company's primary business is Forever 8 Inventory Cash Flow Solution, which purchases inventory for e-commerce retailers. It no longer intends to generate revenue from its Web3 Business or Packaging Business (sold April 7, 2025)[149](index=149&type=chunk) - Eightco became an independent, publicly traded company on June 29, 2022, following a spin-off from Vinco Ventures Inc[149](index=149&type=chunk) [Financing Activities](index=37&type=section&id=Financing%20Activities) This section details the company's recent capital raising efforts, including private placements and loan agreements - In February 2024, the company completed a private placement, selling **865,856 shares** of common stock for approximately **$0.71 million** in gross proceeds[151](index=151&type=chunk) - Forever 8 entered into Series A, B, and C Loan and Security Agreements in 2023, securing commitments of **$2,375,000**, **$175,000**, and **$7,225,000** respectively, with interest rates ranging from **15.00% to 18.00%** per annum, collateralized by inventory or equipment[157](index=157&type=chunk)[162](index=162&type=chunk)[167](index=167&type=chunk) - The Hudson Note and Hudson Warrant from the March 2023 Offering were fully repaid and redeemed in 2024, respectively[172](index=172&type=chunk)[173](index=173&type=chunk) [Critical Accounting Policies and Significant Judgments and Estimates](index=41&type=section&id=Critical%20Accounting%20Policies%20and%20Significant%20Judgments%20and%20Estimates) This section confirms the consistency of critical accounting policies and estimates, referencing the annual report for further details - There have been no changes to the company's critical accounting policies during the three and six months ended June 30, 2025[174](index=174&type=chunk) - Critical accounting policies and estimates are regularly discussed with the Audit Committee and are detailed in the Annual Report on Form 10-K for the year ended December 31, 2024[174](index=174&type=chunk) [Key Components of our Results of Operations](index=41&type=section&id=Key%20Components%20of%20our%20Results%20of%20Operations) This section defines the primary drivers of revenue, cost of revenues, and non-operating items impacting financial performance - Revenues are primarily generated from inventory financing through the Forever 8 subsidiary[175](index=175&type=chunk) - Cost of revenues includes inventory, materials, labor, subcontractor, depreciation, overhead, and shipping costs. The company no longer anticipates reselling Bitcoin mining equipment[176](index=176&type=chunk) - Non-operating items include interest income/expense, gain on divestiture (from Ferguson Containers sale), gain on extinguishment of liabilities (from settlements), and other income (e.g., interest from Wattum and Reichard notes)[179](index=179&type=chunk)[180](index=180&type=chunk)[181](index=181&type=chunk)[182](index=182&type=chunk) [Results of Operations](index=42&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, comparing revenues, costs, and net income/loss across different periods [Three Months Ended June 30, 2025 versus Three Months Ended June 30, 2024](index=42&type=section&id=Three%20Months%20Ended%20June%2030,%202025%20versus%20Three%20Months%20Ended%20June%2030,%202024) This section provides a detailed comparative analysis of financial results for the three-month periods Key Financials (Three Months Ended June 30) | (in $) | 2025 | 2024 | Change ($) | Change (%) | | :--------------------------------------- | :----------- | :----------- | :----------- | :--------- | | Revenues, net | 7,578,646 | 5,283,593 | 2,295,053 | 43.44% | | Cost of revenues | 6,333,350 | 3,959,810 | 2,373,540 | 59.94% | | Gross profit | 1,245,296 | 1,323,783 | (78,487) | -5.93% | | Operating loss | (1,206,536) | (868,165) | (338,371) | 38.98% | | Net income (loss) | (1,169,519) | 4,448,892 | (5,618,411) | -126.29% | - Revenue increased by **43.44%** due to increased customer demand, but gross profit decreased by **5.93%** due to a mix of lower-margin product sales[184](index=184&type=chunk)[185](index=185&type=chunk)[186](index=186&type=chunk) - Net loss of **$(1.17) million** was primarily driven by the absence of a $6.50 million gain on extinguishment of liabilities recognized in the prior year[183](index=183&type=chunk)[192](index=192&type=chunk) [Six Months Ended June 30, 2024 versus Six Months Ended June 30, 2023](index=44&type=section&id=Six%20Months%20Ended%20June%2030,%202024%20versus%20Six%20Months%20Ended%20June%2030,%202023) This section provides a detailed comparative analysis of financial results for the six-month periods Key Financials (Six Months Ended June 30) | (in $) | 2025 | 2024 | Change ($) | Change (%) | | :--------------------------------------- | :----------- | :----------- | :----------- | :--------- | | Revenues, net | 17,492,633 | 13,242,290 | 4,250,343 | 32.10% | | Cost of revenues | 15,434,078 | 10,529,497 | 4,904,581 | 46.58% | | Gross profit | 2,058,555 | 2,712,793 | (654,238) | -24.12% | | Operating (loss) income | (2,622,702) | (4,021,936) | 1,399,234 | -34.79% | | Net income (loss) | (3,718,245) | 6,389,855 | (10,108,100) | -158.19% | - Revenue increased by **32.10%** due to higher customer demand, but gross profit decreased by **24.12%** due to lower-margin product sales[194](index=194&type=chunk)[195](index=195&type=chunk)[196](index=196&type=chunk) - Net loss of **$(3.72) million** was primarily due to the absence of significant non-operating gains in 2024, including a $6.10 million gain on forgiveness of earnout and a $6.50 million gain on extinguishment of liabilities[193](index=193&type=chunk)[201](index=201&type=chunk)[202](index=202&type=chunk)[204](index=204&type=chunk) [Liquidity and Capital Resources](index=45&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses the company's ability to meet its short-term and long-term financial obligations, highlighting cash position and funding needs - As of June 30, 2025, the company had a net loss of **$3.6 million** and stockholders' equity of **$8.6 million**, with approximately **$0.7 million** in cash and cash equivalents[205](index=205&type=chunk) - Current cash and cash equivalents are not sufficient to support projected operating requirements for the next 12 months, raising substantial doubt about the company's ability to continue as a going concern[205](index=205&type=chunk) - Additional capital is needed to maintain current revenue levels, and any equity or debt financing may be dilutive or involve restrictive covenants[207](index=207&type=chunk) [Cash Flows](index=46&type=section&id=Cash%20Flows) This section analyzes the company's cash generation and usage across operating, investing, and financing activities Summary of Cash Flows (Six Months Ended June 30) | (in $) | 2025 | 2024 | | :--------------------------------------- | :----------- | :----------- | | Operating Activities | 340,614 | (1,163,566) | | Investing Activities | 397,759 | (5,881) | | Financing Activities | (281,308) | (3,715,313) | | **Net increase (decrease) in cash and restricted cash** | **457,065** | **(4,884,760)** | - Net cash provided by operating activities improved significantly to **$340,614** in 2025 from a net cash outflow in 2024, primarily due to adjustments for non-cash items and changes in working capital[209](index=209&type=chunk) - Investing activities generated **$397,759** in cash, largely from the sale of the Corrugated Business assets, a reversal from cash used in the prior year[211](index=211&type=chunk) - Cash used in financing activities decreased substantially to **$(281,308)** in 2025, mainly due to fewer debt repayments compared to the $4.92 million repayment of convertible notes in early 2024[212](index=212&type=chunk) [Known Trends, Events, Uncertainties and Factors That May Affect Future Operations](index=46&type=section&id=Known%20Trends,%20Events,%20Uncertainties%20and%20Factors%20That%20May%20Affect%20Future%20Operations) This section discusses external and internal factors that could influence the company's future financial and operational performance - Future operations may be affected by general economic conditions, including inflation, rising interest rates, lower consumer confidence, volatile capital markets, supply chain disruptions, and geopolitical conflicts[214](index=214&type=chunk) [Contractual Obligations and Commitments](index=46&type=section&id=Contractual%20Obligations%20and%20Commitments) This section outlines the company's contractual obligations and commitments, noting the absence of certain debt covenants - The company has no debt covenants that require certain financial information to be met[215](index=215&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=48&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that the company has no material quantitative or qualitative disclosures regarding market risk for the reported period - The company has no applicable quantitative and qualitative disclosures about market risk[219](index=219&type=chunk) [Item 4. Controls and Procedures](index=48&type=section&id=Item%204.%20Controls%20and%20Procedures) This section addresses the effectiveness of the company's disclosure controls and procedures, identifying a material weakness related to limited accounting personnel and lack of segregation of duties, which impacts timely financial reporting [Disclosure Controls and Procedures](index=48&type=section&id=Disclosure%20Controls%20and%20Procedures) This section evaluates the effectiveness of the company's disclosure controls and procedures as of the reporting period - Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2025[220](index=220&type=chunk) - A material weakness exists due to limited accounting personnel, which hinders timely financial reporting, segregation of incompatible duties, and detection of errors[221](index=221&type=chunk)[222](index=222&type=chunk) - The company plans to engage outside consultants in 2025 to strengthen capabilities and remediate existing control deficiencies[222](index=222&type=chunk) [Changes in Internal Control over Financial Reporting](index=48&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) This section reports on any changes in the company's internal control over financial reporting during the period - There were no changes in internal control over financial reporting that materially affected the company's internal control during the three months ended June 30, 2025[223](index=223&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=49&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in routine legal actions incidental to its business but does not expect any of these to have a material adverse effect on its financial condition or operations - The company is party to routine legal actions, but management does not expect a material adverse effect on its assets, business, cash flow, or results of operations[224](index=224&type=chunk) [Item 5. Other Information](index=49&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended June 30, 2025 - No director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended June 30, 2025[225](index=225&type=chunk) [Item 6. Exhibits](index=49&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report, including certifications, XBRL documents, and the cover page interactive data file - The report includes certifications from the CEO and CFO (Sections 302 and 906 of Sarbanes-Oxley Act) and various Inline XBRL documents[226](index=226&type=chunk) [Signatures](index=50&type=section&id=Signatures) The report is duly signed on behalf of Eightco Holdings Inc. by its Interim Chief Executive Officer, Kevin O'Donnell, and Chief Financial Officer, Brett Vroman, as of August 19, 2025 - The report was signed by Kevin O'Donnell, Interim Chief Executive Officer, and Brett Vroman, Chief Financial Officer, on August 19, 2025[230](index=230&type=chunk)

Core Viewpoint - Eightco Holdings Inc. is focusing on capital deployment into the refurbished Apple products business while prioritizing financial stability for long-term growth [1][2]. Financial Performance - For the first quarter of 2025, Eightco reported revenues of $9.9 million, a 25% increase from $8.0 million in the same quarter of 2024 [5][6]. - The gross profit for the first quarter of 2025 was $0.8 million, down from $1.4 million in the first quarter of 2024, resulting in a gross profit margin of 8.2%, compared to 17.5% in the prior year [6][3]. - Operating losses improved by 55%, with a loss of $1.4 million in the first quarter of 2025 compared to a loss of $3.2 million in the first quarter of 2024 [5][6]. - Selling, general, and administrative (SG&A) expenses decreased by 29% to $2.2 million in the first quarter of 2025 from $3.1 million in the same quarter of 2024 [6][3]. Strategic Focus - The company is committed to reducing operating costs and addressing selling and administrative expenses to enhance long-term shareholder value [2][3]. - Eightco's current operations are positioned to scale revenues significantly with a modest increase in expenses, particularly in the refurbished Apple products sector [2][3]. Operational Insights - The reallocation of capital back into the refurbished Apple products business has been a key driver of revenue growth [3][5]. - The absence of restructuring and severance expenses in the first quarter of 2025 contributed to the reduction in operating losses [5][6]. Overall Financial Summary - Total operating expenses for the first quarter of 2025 were $2.2 million, down from $4.5 million in the first quarter of 2024 [4][6]. - The net loss attributable to Eightco Holdings Inc. was $2.5 million in the first quarter of 2025, compared to a net income of $1.9 million in the same quarter of 2024 [7][6].

Business Operations - Eightco Holdings Inc. operates three main businesses: Forever 8 Inventory Cash Flow Solution, Web3 Business (BTC mining hardware), and Packaging Business [147]. - The company generates the majority of its revenues from inventory financing through its subsidiary, Forever 8, and from the sale of corrugated custom packaging [197]. Corporate Structure and Changes - The Company separated from Vinco Ventures Inc. on June 29, 2022, distributing one share of Eightco common stock for every ten shares of Vinco common stock held [148]. - Kevin O'Donnell was appointed as Interim Chief Executive Officer effective February 22, 2024, until a successor is chosen [169]. - Kevin O'Donnell resigned as Executive Chairman and Interim CEO effective March 17, 2024, without any disagreement regarding company operations [170]. Executive Compensation - The Vassilakos Employment Agreement provides for a base salary of $300,000 per year, with an annual cash bonus opportunity of up to 75% of the base salary [152]. - Mr. McFadden's severance payment totals $422,500, payable in four quarterly installments of $105,625 each, with the first installment consisting of 128,811 fully-vested restricted shares at $0.82 per share [157]. - Mr. Vroman's base salary is set at $292,000 per year, with an annual cash bonus opportunity equal to 100% of the base salary [162]. - Mr. Vroman is eligible for a maximum total of 990,000 shares based on corporate growth achievements, reflecting an increase from the previous agreement [163]. - The Company will reimburse Mr. Vroman for health insurance premiums through December 31, 2024, and provide a car allowance of up to $10,000 per year [164]. - The Vroman Severance Agreement includes back pay wages of $151,615.46 and severance of 24 months of Mr. Vroman's base salary [167]. Financial Performance - Revenues for the three months ended March 31, 2025, increased by $1,955,290 or 24.57% compared to the same period in 2024, driven by higher sales from the inventory management solutions business [205]. - Cost of revenues rose by $2,531,041 or 38.53% for the three months ended March 31, 2025, primarily due to increased sales and a shift towards lower-margin products [206]. - Gross profit decreased by $575,751 or 41.45% for the three months ended March 31, 2025, attributed to lower-margin product sales [207]. - Selling, general and administrative expenses decreased by $898,518 or 28.73% for the three months ended March 31, 2025, due to reductions in professional fees and payroll costs [208]. - The company reported an operating loss of $1,416,166 for the three months ended March 31, 2025, an improvement of $1,737,605 or 55.10% compared to the prior year [204]. - Interest expense increased to $1,288,803 for the three months ended March 31, 2025, compared to $1,198,771 in the same period in 2024, due to additional borrowings [210]. - Net income (loss) was $(2,654,279) for the three months ended March 31, 2025, a decrease of $4,428,414 or 249.61% compared to the prior year, largely due to the absence of a prior gain on forgiveness of earnout [213]. - The company had stockholders' equity of $9.3 million and approximately $0.4 million in cash and cash equivalents as of March 31, 2025, indicating liquidity concerns for the next 12 months [223]. - Net cash provided by operating activities was $999,824 for the three months ended March 31, 2025, primarily offsetting a net loss of $2,548,725 [226]. - The company expects to need additional capital to maintain current revenue levels, with potential equity financing likely to be dilutive to existing shareholders [224]. Financing Agreements - The company entered into a Securities Purchase Agreement on February 26, 2024, selling 865,856 shares at $0.82 per share, raising approximately $0.71 million [173]. - As of the filing date, $2,375,000 has been committed by lenders under the Series A financing agreement [179]. - The Series B financing agreement has commitments totaling $175,000 as of the filing date [184]. - The Series C financing agreement has commitments totaling $7,225,000 as of the filing date [189]. - The company entered into a Series D Loan and Security Agreement on March 15, 2024, for an amount of up to $5,000,000 [190]. - The principal of the New Notes issued under the Debt Exchange Agreement is $1,650,000 [192]. - The company issued a Senior Secured Convertible Note with an initial principal amount of $5,555,000 in March 2023, which was paid in full on February 26, 2024 [193][195]. Estimates and Assumptions - The Company reported amounts of revenue and expenses during the reported periods [234]. - Estimates are based on historical experience and various assumptions deemed reasonable [234]. - Actual results may differ from estimates under different assumptions or conditions [234].

Core Insights - Eightco Holdings Inc. has appointed Nicola Caiano to its Board of Directors, enhancing its strategic vision and growth trajectory [1][3] - Mr. Caiano has over three decades of experience in financial strategy, capital markets, and investment management, which aligns with Eightco's goals for sustainable growth and shareholder value [2][3] - The company is focused on expanding its subsidiary, Forever 8 Fund, LLC, and is actively seeking strategic acquisitions in the e-commerce technology sector [4] Company Overview - Eightco Holdings, Inc. (NASDAQ: OCTO) is committed to the growth of its subsidiary, Forever 8 Fund, LLC, which serves as an inventory capital and management platform for e-commerce sellers [4] - The company aims to create significant value and growth for its stockholders through innovative strategies and focused execution [4] Leadership Changes - Nicola Caiano replaces Mary Ann Halford on the Board of Directors, who had served since October 2021 [3] - The CEO, Paul Vassilakos, expressed gratitude for Ms. Halford's contributions and leadership during her tenure [3]

Core Viewpoint - Eightco Holdings Inc. reported a significant decline in financial performance for the fiscal year ended December 31, 2024, with a focus on improving its cost structure and capital management to enhance shareholder value [2][8]. Financial Performance Summary - Revenues for 2024 were $39.6 million, a decrease from $67.6 million in 2023, attributed to reduced capital available for cell phone sales following the repayment of a convertible note [4][8]. - Cost of revenues decreased to $33.6 million in 2024 from $61.3 million in 2023, leading to a gross profit of $6.0 million, down from $6.2 million [4][8]. - Total operating expenses were reduced to $14.2 million in 2024 from $16.9 million in 2023, with selling, general, and administrative expenses decreasing to $12.8 million from $14.8 million [4][8]. - The operating loss improved to $(8.2) million in 2024 compared to $(10.7) million in 2023, indicating a positive trend in operational efficiency [4][8]. Strategic Focus - The company is committed to the growth of its subsidiary, Forever 8 Fund, LLC, which serves as an inventory capital and management platform for e-commerce sellers [5]. - Eightco is actively pursuing strategic acquisitions to enhance its portfolio of technology solutions within the e-commerce ecosystem [5].

Financing Activities - The Company completed a Private Placement on February 26, 2024, raising approximately $0.71 million by selling 865,856 shares at $0.82 per share [145]. - As of the date of filing, $2,375,000 has been committed by lenders under the Series A financing agreement, with an interest rate of 15.00% per annum [150]. - The Series B financing agreement, entered into on October 6, 2023, has $175,000 committed by the lender, also at an interest rate of 15.00% per annum [155]. - The Series C financing agreement, dated October 19, 2023, has $7,225,000 committed by the lender at an interest rate of 18.00% per annum [159]. - The Series D financing agreement, established on March 15, 2024, allows for up to $5,000,000 in funding [160]. - The Company entered into a Debt Exchange Agreement on May 30, 2023, exchanging old secured promissory notes for new notes totaling $1,650,000 [162]. - A Senior Secured Convertible Note was issued on March 15, 2023, with an initial principal amount of $5,555,000, which was fully repaid by January 15, 2024 [163]. - The Company redeemed all Hudson Warrants for $660,000 on October 23, 2023, following the repayment of the Hudson Note [164]. Strategic Changes - The Company has shifted its focus away from generating revenue from its Web 3 Business to concentrate on its core operations in inventory cash flow solutions and corrugated packaging [141]. - The Company underwent a name change from Cryptyde, Inc. to Eightco Holdings Inc. on April 3, 2023, reflecting its strategic realignment [141]. - Eightco acquired 100% of Forever 8's membership interests for a total consideration including $4.6 million in cash and various preferred units [166][167]. - The acquisition agreement includes potential earnout payments totaling up to $37 million based on performance thresholds related to cumulative collected revenues [169][170]. - If the VWAP of Eightco shares falls below specified thresholds, additional preferred units may be issued, with a maximum of 3.75 million additional units for the base consideration [168][170]. - The Promissory Notes issued during the acquisition bear interest rates of 10% for the first year and 12% thereafter, with a total obligation to be satisfied by October 30, 2024 [176]. - Approximately $5.7 million in accrued interest was forgiven or converted into equity, resulting in a non-cash gain of $3.86 million recorded directly to additional paid-in capital (APIC) [179][181]. - The Company declared a dividend of one one-thousandth of a share of Series A Preferred Stock for each outstanding common share, effective January 27, 2023 [180]. - The Company has extended the payment deferral period under the Promissory Notes through October 30, 2025 [181]. - The total number of Series A Preferred Stock designated is 300,000, all of which have been redeemed [182]. - The Company recorded a gain of $6.1 million related to the full release of contingent consideration, recognized at the time of acquisition [181]. Financial Performance - For the year ended December 31, 2024, revenues decreased by $27,947,081 or 41.36% compared to 2023, primarily due to less capital utilized for inventory purchases [201]. - Cost of revenues for the year ended December 31, 2024, decreased by $27,669,287 or 45.13% compared to 2023, largely attributable to the decrease in revenues [202]. - Gross profit for the year ended December 31, 2024, decreased by $277,794 or 4.44% compared to 2023, mainly due to the decline in revenues [203]. - Selling, general and administrative expenses decreased by $2,045,908 or 13.82% for the year ended December 31, 2024, compared to 2023 [204]. - Restructuring and severance expenses decreased by $719,144 or 33.70% for the year ended December 31, 2024, compared to 2023, due to the completion of the restructuring plan [205]. - Interest expense decreased to $5,287,920 for the year ended December 31, 2024, from $11,553,477 in 2023, largely due to the full amortization of debt issuance costs [206]. - Total other income was $8,347,033 for the year ended December 31, 2024, compared to a loss of $58,377,298 in 2023, attributed to no further charges for the loss on issuance of warrants [207]. - Net income from continuing operations was $289,811 for the year ended December 31, 2024, compared to a net loss of $69,057,115 in 2023, reflecting significant improvement [209]. - Revenues from the Corrugated Packaging business decreased by $905,854 or 11.72% for the year ended December 31, 2024, compared to 2023, due to reduced orders from a key customer [213]. - Net income from discontinued operations was $418,716 for the year ended December 31, 2024, down from $736,701 in 2023, primarily due to decreased orders [221]. Cash Flow and Debt - As of March 31, 2025, Eightco Holdings Inc. has approximately $9.7 million in outstanding debt obligations related to lines of credit [222]. - The company had approximately $0.2 million in cash as of April 14, 2025, and expects additional capital will be required to support ongoing operations [223]. - In November 2024, Eightco Holdings Inc. agreed to sell its Corrugated Packaging Business for approximately $3.1 million, which includes $557,835 in cash and a $2.5 million seller note [224]. - The net cash used in operating activities for the year ended December 31, 2024, was ($6,637,101), compared to ($6,399,079) for 2023 [226]. - The company reported a net increase in cash and restricted cash of ($5,008,649) for the year ended December 31, 2024 [226]. - Net cash provided by financing activities was $1,698,550 for the year ended December 31, 2024, compared to $2,989,800 for 2023 [229]. - As of December 31, 2024, the accumulated deficit was $112,570,049, raising substantial doubt about the company's ability to continue as a going concern [231]. - The company expects its current cash and cash equivalents will not be sufficient to support projected operating requirements for at least the next 12 months [232]. - The company began reducing headcount in 2023 to lower corporate overhead and intends to continue cost reductions while raising additional capital as needed [233].

Core Insights - Eightco Holdings Inc. has completed the sale of its subsidiary, Ferguson Containers, Inc., to Reichard Corrugated Products, LLC, which is managed by the existing leadership of Ferguson Containers [1][2] - The divestiture is part of Eightco's strategy to concentrate on its core business, Forever 8, and aims to enhance long-term growth by addressing the demand for inventory and cash flow management solutions [2][3] - Eightco is committed to the growth of Forever 8 Fund, LLC, which serves as an inventory capital and management platform for e-commerce sellers, and is actively pursuing strategic acquisitions to expand its technology solutions within the e-commerce ecosystem [3]

Core Viewpoint - Eightco Holdings Inc. announced a $7.2 million debt extension and $3.1 million in new financing to support the growth plans of its subsidiary, Forever 8, through 2025 [9][10]. Group 1: Financial Transactions - The company completed a series of transactions to create new Series A and Series C promissory notes, retiring the old debt and resulting in an aggregate of $10.3 million principal amount of new debt [9]. - The December 2024 Seller Notes Amendment involved converting approximately $1.6 million of accrued interest into about 485,381 shares of common stock at $3.23 per share, and deferring interest payments until October 30, 2025 [1]. Group 2: Business Model and Growth Strategy - Forever 8 specializes in inventory and cash flow management solutions for e-commerce businesses, leveraging debt financing to enhance purchasing power and drive revenue growth [4]. - The company aims to secure a larger long-term facility to further fuel growth in 2025 [5]. - Eightco is focused on growth through its existing subsidiaries and is actively seeking new opportunities for strategic acquisitions in the e-commerce technology sector [6]. Group 3: Market Demand - The CEO, Paul Vassilakos, indicated that there is significant demand in the refurbished Apple products market and among Amazon sellers, suggesting that all capital raised will be immediately utilized [10].