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].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 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 Jurisdiction ...

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]

Core Viewpoint - Eightco Holdings Inc. has regained compliance with Nasdaq's minimum bid price and stockholders' equity requirements, allowing its common stock to continue trading on the Nasdaq Capital Market under the symbol "OCTO" [1][3]. Group 1: Compliance with Nasdaq Requirements - The Company received formal notice from Nasdaq confirming compliance with the minimum bid price requirement, having maintained a closing bid price above $1.00 for the last 20 consecutive trading days [1][2]. - Eightco reported stockholders' equity of $13,428,553 in its Quarterly Report for the quarter ended June 30, 2024, exceeding the required minimum of $2,500,000 [3]. Group 2: Company Overview - Eightco Holdings Inc. focuses on the growth of its subsidiaries, including Forever 8 and Ferguson Containers, through strategic management and investment [4]. - The Company is actively seeking new opportunities to enhance its portfolio of technology solutions within the e-commerce ecosystem through strategic acquisitions [4].