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].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number: 001-41033 EIGHTCO HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 87-2755739 (State or Other J ...

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].

Core Insights - Eightco Holdings Inc. reported a net loss of $3.2 million for Q3 2024, an improvement from a net loss of $3.5 million in the same quarter last year, attributed to better gross margins [1][4] - Revenues for Q3 2024 were $7.7 million, significantly down from $23.3 million in the prior year quarter, primarily due to reduced capital for cell phone sales following the repayment of a convertible note [1][4] - The company successfully met NASDAQ compliance requirements, which is expected to strengthen its operational foundation for long-term growth [2][3] Financial Performance - For the nine months ended September 30, 2024, Eightco raised equity capital by selling 627,390 shares for net proceeds of approximately $2.2 million at an average price of $3.52 per share [3] - The repayment of the $5.4 million convertible note led to a decrease in the company's capital base and a corresponding decline in revenues compared to the previous year [3][4] - The gross profit for Q3 2024 was $2.0 million, down from $2.7 million in the prior year quarter, with a gross profit margin of 26.7%, up from 11.8% in the previous year, indicating improved efficiency despite lower sales [4][5] Operational Highlights - Selling, general, and administrative expenses increased by 14.65% to $3.7 million in Q3 2024, driven by higher professional expenses [4][6] - The company reported an EBITDA loss of $1.0 million for Q3 2024, compared to a break-even EBITDA in the prior year quarter, reflecting increased professional expenses and decreased gross profit [4][8] - Eightco's focus on its Forever 8 subsidiary aims to provide inventory capital for e-commerce sellers, positioning the company for projected revenues of $100 million in 2025 [2][11]

Core Viewpoint - Eightco Holdings Inc. is focused on providing inventory funding and management solutions for e-commerce businesses, particularly in consumer goods and refurbished Apple products, through its subsidiary Forever 8 Fund LLC [1][2] Group 1: Company Overview - Eightco Holdings Inc. operates on NASDAQ under the ticker OCTO and aims to support e-commerce sellers by purchasing inventory on their behalf, allowing sellers to allocate capital towards brand growth [1] - The company has regained NASDAQ compliance, with stockholders' equity reaching $13.4 million, significantly above the $2.5 million requirement, and its common stock's bid price closing above $1.00 for 20 consecutive trading days [3][4] Group 2: Financial Performance - Eightco has improved its balance sheet by eliminating dilutive warrants and reducing outstanding debt, increasing shareholder equity by approximately $23 million [4] - The company has doubled its gross margins to 22% and reduced SG&A expenses by 23%, from $9.0 million to $6.9 million in the six months ended June 30, 2024 [4] Group 3: Business Model and Strategy - Forever 8's strategy involves purchasing existing inventory from sellers and committing to future inventory purchases, particularly in the refurbished Apple products market [6][7] - The company provides immediate growth capital and inventory management to smaller, high-growth brands on platforms like Amazon and Shopify, allowing sellers to focus on marketing and growth [7][8] Group 4: Market Opportunities - Forever 8 aims to reach a revenue target of $100 million in 2025, driven by demand for refurbished Apple products and a unique inventory capital solution for e-commerce brands [8][16] - The company utilizes a proprietary data-driven tool to assess inventory risk, leveraging historical sales data and demand trends to optimize inventory levels [12][13] Group 5: Future Outlook - The CEO believes that the company is well-positioned to capitalize on market opportunities, with expectations of a strengthening global economy and lowering interest rates [9][10] - Eightco's competitive advantage lies in its unique business model and operational efficiencies, which are expected to drive revenue growth and profitability [17][18]

Financial Performance and Achievements - The company improved its balance sheet by eliminating $5.4 million in convertible notes and increasing shareholder equity by $23 million [2] - 5,846,627 dilutive shares related to warrants and convertible securities were canceled [2] - Gross profit margin increased to 22% in the first half of 2024, up from 12% in the prior year period [2] - SG&A expenses were reduced to $6.9 million, a 23% decrease from $9.0 million in the prior year period [2] - The company regained compliance with two NASDAQ requirements [2] 2025 Growth Strategy - The primary focus is on growing Forever 8 Fund LLC, which operates in inventory solutions for e-commerce sellers and refurbished Apple products in the US, UK, and Europe [3] - Forever 8 buys existing inventory and commits to purchasing future inventory directly from suppliers, maintaining specific inventory levels to enhance sales [3] - The company plans to seek non-dilutive senior debt financing to replace capital used for convertible notes repayment in Q1 2024 [4] - The company aims to achieve $100 million in revenue and positive EBITDA at the public company level in 2025 [4] - Forever 8's scalable platform is expected to deploy significant additional capital due to high inbound demand [4] Management and Future Outlook - The CEO emphasized the focus on prioritizing Forever 8 to deliver growth and shareholder value in 2025 [5] - The company is actively seeking new opportunities to expand its portfolio of technology solutions in the e-commerce ecosystem through strategic acquisitions [5] - Eightco aims to create significant value and growth for its portfolio companies and stockholders through innovative strategies and focused execution [5]