Financial Performance - Second quarter 2024 net income of $4.4 million compared to a net loss of ($8.9) million in the prior year quarter[1] - Second quarter 2024 revenues of $7.0 million, down 65.9% from $20.5 million in the prior year quarter, due to reduced capital for cell phone sales[1][3] - Second quarter 2024 gross profit of $1.8 million, with a gross profit margin of 25.3%, up from 12.3% in the prior year quarter[3] - EBITDA for the second quarter 2024 was $6.4 million, compared to a loss of ($5.5) million in the prior year quarter[3][5] - Adjusted EBITDA for the second quarter 2024 was a loss of ($0.8) million, an improvement from a loss of ($1.9) million in the prior year quarter[3][5] Expenses and Liabilities - Selling, general and administrative expenses decreased by 26.6% to $3.5 million from $4.7 million in the prior year quarter[3] - Shareholder equity improved through the cancellation of $7.4 million in liabilities and $15.6 million in additional liabilities related to Forever 8[2] - The repayment of convertible notes eliminated 5,846,627 dilutive shares related to warrants and convertible securities[2] Strategic Focus - The company aims to expand its portfolio of technology solutions focused on the e-commerce ecosystem through strategic acquisitions[8] - The company continues to prioritize the Forever 8 business, providing inventory capital for e-commerce sellers and refurbished Apple product sellers[2]

Corporate Actions - The Company announced a 1-for-5 reverse stock split effective August 16, 2024[103]. - Paul Vassilakos was appointed as Executive Chairman and CEO with a base salary of $300,000 per year and an annual cash bonus opportunity of up to 75% of his base salary[112]. - The Company entered into a Series D Loan and Security Agreement for an amount of up to $5,000,000 on March 15, 2024[118]. - The Company granted fully vested stock options totaling 1,099,670 shares of Common Stock to certain officers, employees, and consultants on March 17, 2024[116]. - The Company entered into a Vroman Severance Agreement, providing Mr. Vroman with back pay of $151,615.46 and 24 months of severance based on his base salary[124]. - The Company has agreed to compensate Mr. Vroman $10,000 per month under a Consulting Agreement, effective January 1, 2024[125]. - The Company has committed $3,425,000 from lenders under a Series A Loan and Security Agreement, with a 15% annual interest rate[131]. - The Company has committed $2,900,000 from lenders under a Series C Loan and Security Agreement, with an 18% annual interest rate[139]. - The Company entered into a Series D Loan and Security Agreement for an amount of up to $5,000,000[140]. Financial Performance - For the three months ended June 30, 2024, revenues decreased by $13,530,140 or 65.85% compared to the same period in 2023, primarily due to reduced sales from the inventory management solutions business[152]. - Cost of revenues for the three months ended June 30, 2024, decreased by $12,778,057 or 70.92%, attributed to the decline in total revenues from the inventory management solutions business[153]. - Gross profit for the three months ended June 30, 2024, decreased by $752,083 or 29.73%, mainly due to lower margin sales in the inventory management solutions business[154]. - Selling, general and administrative expenses decreased by $1,256,335 or 26.63% for the three months ended June 30, 2024, largely due to reductions in professional fees and payroll costs[155]. - Interest expense decreased to $1,323,594 for the three months ended June 30, 2024, from $2,736,333 in the same period of 2023, primarily due to the repayment of convertible notes[156]. - Gain on extinguishment of liabilities was $7,427,193 for the three months ended June 30, 2024, compared to $0 for the same period in 2023, resulting from the settlement of liabilities with the former parent company[158]. - For the six months ended June 30, 2024, revenues decreased by $19,800,035 or 54.34% compared to the same period in 2023, primarily due to decreased sales from the inventory management solutions business[162]. - Cost of revenues for the six months ended June 30, 2024, decreased by $19,114,622 or 59.57%, reflecting the decline in total revenues from the inventory management solutions business[163]. - Net income for the three months ended June 30, 2024, was $4,448,892, a significant improvement from a net loss of ($8,853,248) in the same period of 2023, largely due to other income of $6,132,302[159]. - Gain on forgiveness of earnout was $6,100,000 for the six months ended June 30, 2024, compared to $0 for the same period in 2023, related to the forfeiture of earnout shares by the sellers of Forever 8[168]. - Net income for the six months ended June 30, 2024, was $6,389,855, a significant increase from a net loss of ($58,704,388) for the same period in 2023[173]. - Total other income for the six months ended June 30, 2024, was $11,064,300, compared to a total other loss of $(52,409,953) for the six months ended June 30, 2023[173]. Cash Flow and Equity - The company had stockholders' equity of $13.4 million and approximately $0.3 million in cash and cash equivalents as of June 30, 2024, compared to $5.2 million at December 31, 2023[174]. - Net cash used in operating activities was ($1,163,566) for the six months ended June 30, 2024, an improvement from ($5,672,358) for the same period in 2023[176]. - Net cash used in investing activities was ($5,881) for the six months ended June 30, 2024, compared to ($92,278) for the same period in 2023[177]. - Net cash used in financing activities was ($3,715,313) for the six months ended June 30, 2024, compared to cash provided of $4,559,110 for the same period in 2023[179]. Business Strategy and Market Conditions - The Company has ceased revenue generation from its Web3 Business, focusing instead on its Inventory Solution and Packaging Business[104]. - The Company has a plan for market expansion through its Forever 8 Inventory Cash Flow Solution and Packaging Business[104]. - The Company separated from Vinco Ventures Inc. on June 29, 2022, and is now an independent publicly traded entity[105]. - The Company has entered into various agreements with Vinco to govern the relationship post-separation, including a Tax Matters Agreement[106]. - The company expects to need additional capital to maintain revenues at current levels, with potential equity financing likely to be dilutive to current stockholders[175]. - The company reported a substantial doubt about its ability to continue as a going concern within one year from the date the financial statements are issued[174]. - The impact of general economic conditions, including inflation and rising interest rates, may affect future operations[180]. Compliance and Regulatory Matters - The Company received a Nasdaq deficiency notice for not meeting the minimum bid price requirement of $1.00 per share[143]. - The Company was granted an appeal for continued listing on Nasdaq after not meeting the minimum equity requirement of $2,500,000[144]. - The company has no debt covenants that require certain financial information to be met[181].

Company Overview - Eightco Holdings Inc. operates through its subsidiary Forever 8 Fund LLC, which specializes in the refurbished Apple products market, including iPhones, iPads, AirPods, Apple Watches, and the iPad Pencil in the UK and EU [1][2] - The company utilizes a proprietary data-driven tool to manage inventory levels and capital, optimizing supply chains and marketing strategies for vendors [1] Financial Performance - Forever 8 has achieved $100 million in revenues from its refurbished Apple smartphone division since its launch in April 2021 [2][5] - The growth in the refurbished market for Apple products is a key driver for the company's success, with significant demand from both suppliers and customers [5] Strategic Focus - Eightco is committed to expanding its subsidiaries and is actively seeking new opportunities to enhance its portfolio of technology solutions focused on the e-commerce ecosystem through strategic acquisitions [6] - The company aims to create significant value and growth for its portfolio companies and stockholders through innovative strategies and focused execution [6]

Easton, PA, July 01, 2024 (GLOBE NEWSWIRE) -- Eightco Holdings Inc. (NASDAQ:OCTO) (the "Company" or "Eightco") is pleased to announce that a Hearings Panel of the Nasdaq Stock Market has granted the Company's request for continued listing on The Nasdaq Capital Market, subject to the Company meeting certain conditions by August 23, 2024. These conditions include requiring the closing bid price of the Company's common stock to equal or exceed $1.00 per share for a minimum of ten (10) consecutive trading sessi ...

Easton, PA, June 04, 2024 (GLOBE NEWSWIRE) -- Eightco Holdings Inc. (NASDAQ: OCTO) (the "Company" or "Eightco") today announced that Forever 8 Fund, LLC ("Forever 8"), a subsidiary of Eightco, will attend ITC Malta 2024, the premier global networking event for the new and used mobile devices and accessories industry. The conference will be held in Malta from June 4-8, 2024, featuring a variety of keynote speakers, exhibitors and attendees from around the world, including representatives from both Forever 8 ...

Easton, PA, June 04, 2024 (GLOBE NEWSWIRE) -- Eightco Holdings Inc. (NASDAQ:OCTO) (the "Company" or "Eightco") today announced that Forever 8 Fund, LLC ("Forever 8"), a subsidiary of Eightco, will attend ITC Malta 2024, the premier global networking event for the new and used mobile devices and accessories industry. The conference will be held in Malta from June 4-8, 2024, featuring a variety of keynote speakers, exhibitors and attendees from around the world, including representatives from both Forever 8 a ...

Core Viewpoint - The company is focusing on capital restructuring to enhance financial stability and drive long-term revenue growth, despite a decrease in revenues due to reduced capital for cell phone sales following the repayment of a convertible note [1][4]. Financial Performance - For the first quarter of 2024, the company reported net income of $4.9 million, a significant improvement from a net loss of $49.9 million in the same quarter of the previous year [3][6]. - Revenues for the first quarter of 2024 were $9.6 million, down from $15.9 million in the prior year quarter, primarily due to a reduction in capital available for inventory purchases after the repayment of the convertible note [3][5]. - Gross profit for the first quarter of 2024 was $1.9 million, reflecting a 3.7% increase from $1.8 million in the prior year quarter, with a gross profit margin of 19.6%, compared to 11.4% in the previous year [6][7]. - Selling, general, and administrative expenses decreased by 35.3% to $3.5 million from $5.3 million in the prior year quarter [6][5]. - EBITDA for the first quarter of 2024 was $3.7 million, compared to a loss of $46.4 million in the prior year quarter [6][7]. Strategic Focus - The company is prioritizing the operations of its largest subsidiary, Forever 8, which provides inventory capital for e-commerce sellers, indicating a strong demand for its services and a proven business model [4][5]. - The repayment of the convertible note has led to the cancellation of 5,846,627 dilutive shares, improving the balance sheet and shareholders' equity [4][5]. - The company aims to leverage its current core operations to scale revenues with a modest increase in expenses, positioning itself for future growth [4][5]. Balance Sheet Improvements - The company achieved over $10 million in balance sheet improvements, including the cancellation of $3 million in interest and the conversion of $1.1 million of interest into 1.4 million shares of common stock [6][7]. - The cancellation of earnout consideration with a fair value of $6.1 million also contributed to the overall financial health of the company [6][7]. Future Outlook - The company expresses confidence in its ability to accelerate growth and drive sustained success for its stakeholders as it emerges from a transformative period [4][5]. - The focus on strategic management and investment in its subsidiaries is expected to create significant value and growth opportunities [12][13].

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, 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 J ...

Easton, PA, May 07, 2024 (GLOBE NEWSWIRE) -- Eightco Holdings Inc. (NASDAQ:OCTO) (the "Company" or "Eightco") today announced that the former owners ("F8 Members") of Forever 8 Fund, LLC ("Forever 8") have agreed, effective as of March 17, 2024, to cancel their right to receive certain earnout consideration provided for under the September 2022 Membership Interest Purchase Agreement between the Company and Forever 8 ("Earnout") whereby the Company acquired Forever 8. The Earnout was fair valued at $6.1 mill ...

Financing Activities - Eightco Holdings Inc. completed a reverse stock split at a ratio of 1-for-50, effective April 3, 2023, and changed its trading symbol to "OCTO" on the Nasdaq Capital Market[172]. - The Company raised approximately $0.71 million from a private placement of 865,856 shares at a price of $0.82 per share on February 26, 2024[173]. - As of the date of filing, $3,425,000 has been committed by lenders under the Series A financing agreement[178]. - The Company entered into a Series B financing agreement on October 6, 2023, with $275,000 committed by lenders as of the filing date[183]. - Under the Series C financing agreement dated October 19, 2023, $2,900,000 has been committed by lenders as of the filing date[188]. - The Series D financing agreement allows for up to $5,000,000, with $600,000 committed by lenders as of the filing date[191]. - The Company entered into a Securities Purchase Agreement for a Senior Secured Convertible Note with an initial principal amount of $5,555,000 at a conversion price of $6.245 per share[193]. - The Note is due and payable in full on January 15, 2024, and does not bear interest unless an event of default occurs, triggering an 18% per annum interest rate[197]. - The Warrant issued allows the Investor to purchase up to 889,512 shares of Common Stock at an initial exercise price of $6.245 per share[210]. - The Company is obligated to file a registration statement covering 250% of the maximum number of shares underlying the Note and 150% of the shares underlying the Warrant within 45 days of closing[216]. - The Company redeemed all Warrants related to the Investor for $660,000 on October 23, 2023[215]. - The principal of the New Notes issued under the Debt Exchange Agreement is $1,650,000[192]. - The Note contains anti-dilution provisions that adjust the conversion price if the Company issues securities at a price lower than the then applicable conversion price[202]. - The Company must indemnify the Investor for certain losses resulting from misrepresentations or breaches of the Securities Purchase Agreement[196]. - The Note prohibits the Company from entering into certain transactions involving a change of control without the successor entity assuming all obligations[206]. - The Company must maintain a reserve of 250% of the shares issuable upon conversion of the Note[204]. Compliance and Regulatory Matters - The Company received a Nasdaq deficiency notice on September 29, 2023, for not meeting the minimum bid price requirement of $1.00 per share[236]. - The Company has until March 27, 2024, to regain compliance with Nasdaq Listing Rule 5550(a)(2) by achieving a closing bid price of at least $1.00 for a minimum of 10 consecutive business days[238]. - As of March 28, 2024, the Company has not regained compliance and is not eligible for a second 180-day period[239]. - The Company intends to appeal the determination to a Hearings Panel, which will stay the suspension of its securities pending the Panel's decision[241]. - The Company has been provided 180 days to regain compliance with Nasdaq rules, with the possibility of delisting if compliance is not achieved[240]. Business Operations and Strategy - Eightco's business includes the Forever 8 Inventory Cash Flow Solution and a Packaging Business, focusing on e-commerce retailers and custom packaging[168]. - The Company no longer intends to generate revenue from its Web 3 Business following its strategic shift[168]. - Eightco separated from Vinco Ventures Inc. on June 29, 2022, and is now an independent publicly traded company[169]. - The Company has established a framework for its relationship with Vinco post-separation through various agreements, including a Tax Matters Agreement[170]. - The Company entered into a Membership Interest Purchase Agreement to acquire 100% of Forever 8 on October 1, 2022[221]. - The Sellers received $4.6 million in cash as part of the acquisition consideration[222]. - The Purchase Agreement includes potential earnout payments based on cumulative collected revenues, with a total potential of up to $15 million for the first earnout target[224]. Financial Performance - For the year ended December 31, 2023, total revenues increased by $43,476,705 or 136.63%, primarily driven by inventory management solutions revenues of $67,568,353 compared to $23,785,070 in 2022[259][261]. - Cost of revenues for the year ended December 31, 2023, increased by $37,178,154 or 125.49%, largely due to increased sales and associated costs in the inventory management solutions business[262]. - Gross profit for the year ended December 31, 2023, rose by $6,298,551 or 287.09%, attributed to higher sales through the Forever 8 Fund[263]. - Selling, general and administrative expenses decreased by $65,763 or 0.40%, totaling $16,335,561 for the year ended December 31, 2023[264]. - Restructuring and severance expenses increased by $833,982 or 64.15%, amounting to $2,133,982 for the year ended December 31, 2023, due to headcount reductions[265]. - Interest expense for the year ended December 31, 2023, was $11,553,589, an increase of $4,586,983 or 65.84% compared to 2022, primarily due to amortization of debt issuance costs[266]. - Total other expense was ($58,343,242) for the year ended December 31, 2023, compared to ($32,111,553) in 2022, largely due to losses on warrant issuance[267]. - Net loss for the year ended December 31, 2023, was ($68,320,414), an increase of $20,874,354 or 44.00% from the net loss of ($47,446,060) in 2022[269]. Cash Flow and Capital Needs - The company has approximately $500,000 in cash and expects to need additional capital to fund operations and increase revenues[270]. - Net cash used in operating activities was ($6,399,079) for the year ended December 31, 2023, compared to ($16,719,389) in 2022, reflecting a significant reduction in cash outflow[272]. - Net cash provided by financing activities decreased to $6,361,634 in 2023 from $20,920,207 in 2022, primarily due to lower proceeds from common stock issuance and convertible notes[274]. - The company has an accumulated deficit of $113,278,588 as of December 31, 2023, with further losses anticipated in business development[276]. - Current cash and cash equivalents are approximately $5.2 million, down from $5.6 million in 2022, and are insufficient to support projected operating requirements for the next 12 months[277]. - The company expects to need additional capital to increase revenues, with potential equity financing likely to be significantly dilutive to current stockholders[278]. - In 2023, the company began reducing headcount to lower corporate overhead and plans to continue cost reduction efforts in 2024[279].