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].

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 September 30, 2023 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 Oth ...

[PART I - FINANCIAL INFORMATION](index=6&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section provides the unaudited condensed consolidated financial statements, management's discussion, market risk disclosures, and controls and procedures for Eightco Holdings Inc [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, and cash flows, with explanatory notes [Condensed Consolidated Financial Statements](index=6&type=section&id=Condensed%20Consolidated%20Financial%20Statements) The company's financial statements show a significant increase in revenue and total assets, primarily due to the acquisition of Forever 8, accompanied by a substantial increase in net loss driven by non-cash expenses Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Current Assets** | $17,389,914 | $14,082,131 | | **Total Assets** | $60,420,615 | $58,600,599 | | **Total Current Liabilities** | $20,928,076 | $13,919,202 | | **Total Liabilities** | $53,964,589 | $52,789,375 | | **Total Stockholders' Equity** | $6,456,026 | $5,811,224 | Condensed Consolidated Statements of Operations Highlights (Unaudited) | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | **Revenues, net** | $20,547,153 | $7,345,959 | $36,436,868 | $11,065,606 | | **Gross Profit** | $2,529,894 | $799,084 | $4,348,986 | $1,344,348 | | **Operating Loss** | ($2,764,096) | ($3,493,224) | ($6,294,435) | ($4,869,755) | | **Net Loss** | ($8,853,248) | ($3,456,757) | ($58,704,388) | ($4,593,901) | | **Loss per share – basic and diluted** | ($3.54) | ($7.71) | ($31.35) | ($10.03) | Condensed Consolidated Statements of Cash Flows Highlights (Unaudited) | Cash Flow Activity | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | **Net cash used in operating activities** | ($5,672,358) | ($5,894,179) | | **Net cash used in investing activities** | ($92,278) | ($52,599) | | **Net cash provided by financing activities** | $4,559,110 | $45,001,510 | | **Net (decrease) increase in cash** | ($1,205,526) | $39,054,732 | [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes detail the company's operations, including the Forever 8 acquisition, a reverse stock split, and segment reporting, excluding the Web3 business - The company operates the Forever 8 Inventory Cash Flow Solution and a Packaging Business, discontinuing its Web3 Business[28](index=28&type=chunk) - On April 3, 2023, the company completed a **1-for-50 reverse stock split** and changed its name to Eightco Holdings Inc[37](index=37&type=chunk) - Forever 8 was acquired on October 1, 2022, for a total purchase price of **$37.9 million**, including preferred units and convertible notes[75](index=75&type=chunk)[76](index=76&type=chunk) - In March 2023, a Senior Secured Convertible Note with an initial principal of **$5,555,000** was issued, alongside a warrant for **889,512 shares** of Common Stock[97](index=97&type=chunk) Segment Revenues (Six Months Ended June 30, 2023) | Segment | Revenue | Gross Profit | | :--- | :--- | :--- | | **Inventory Management Solutions** | $32,813,244 | $3,354,594 | | **Corrugated** | $3,623,624 | $994,392 | | **Total** | $36,436,868 | $4,348,986 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=41&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes significant revenue growth to the Forever 8 acquisition, despite a widened net loss primarily due to a non-cash loss on warrant issuance, with sufficient cash for the next 12 months - The company's business focuses on the Forever 8 Inventory Cash Flow Solution and Packaging Business, with no further Web3 revenue generation planned[176](index=176&type=chunk) Results of Operations Comparison (Three Months Ended June 30) | Metric | 2023 | 2022 | Change (%) | | :--- | :--- | :--- | :--- | | **Revenues, net** | $20,547,153 | $7,345,959 | 179.71% | | **Gross Profit** | $2,529,894 | $799,084 | 216.60% | | **Operating Loss** | ($2,764,096) | ($3,493,224) | -20.87% | | **Net Loss** | ($8,853,248) | ($3,456,757) | 156.11% | Results of Operations Comparison (Six Months Ended June 30) | Metric | 2023 | 2022 | Change (%) | | :--- | :--- | :--- | :--- | | **Revenues, net** | $36,436,868 | $11,065,606 | 229.28% | | **Gross Profit** | $4,348,986 | $1,344,348 | 223.50% | | **Operating Loss** | ($6,294,435) | ($4,869,755) | 29.26% | | **Net Loss** | ($58,704,388) | ($4,593,901) | 1,177.88% | - The net loss for the six months ended June 30, 2023, significantly increased due to a non-cash loss of **$46,928,815** from warrant issuance[212](index=212&type=chunk) - As of June 30, 2023, the company held approximately **$4.3 million in cash**, anticipating sufficient funds for the next 12 months[213](index=213&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=49&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company has indicated that this section is not applicable - This section is not applicable[223](index=223&type=chunk) [Controls and Procedures](index=49&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective due to a material weakness from limited accounting personnel and lack of segregation of duties - Management concluded that disclosure controls and procedures were **not effective** as of the reporting period end[224](index=224&type=chunk) - A material weakness exists due to limited accounting personnel, hindering segregation of duties and increasing error risk[225](index=225&type=chunk) - The company plans to engage outside consultants in 2023 to strengthen capabilities and remediate control deficiencies[226](index=226&type=chunk) [PART II - OTHER INFORMATION](index=50&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, defaults, mine safety, and other information [Legal Proceedings](index=50&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in routine legal actions incidental to its business but does not anticipate any material adverse impact from their ultimate disposition - Management does not anticipate any material adverse effect on assets, business, or operations from current legal actions[229](index=229&type=chunk) [Risk Factors](index=50&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2022 - No material changes to risk factors were reported during the three months ended June 30, 2023, from the Form 10-K filed April 17, 2023[230](index=230&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=50&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) In January 2023, the company issued unregistered shares of common stock to employees for services rendered and to directors for compensation - On January 26, 2023, the company issued **20,550 shares** of common stock to employees and **2,700 shares** to three directors for compensation[231](index=231&type=chunk)[232](index=232&type=chunk) [Defaults Upon Senior Securities](index=50&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - There were no defaults upon senior securities[233](index=233&type=chunk) [Mine Safety Disclosures](index=50&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - This section is not applicable[234](index=234&type=chunk) [Other Information](index=50&type=section&id=Item%205.%20Other%20Information) No information was provided under this item [Exhibits](index=51&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the quarterly report, which include Sarbanes-Oxley Act certifications by the CEO and CFO, as well as Inline XBRL data files - Exhibits include CEO and CFO certifications under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[237](index=237&type=chunk)

As Filed with the Securities and Exchange Commission on June 2, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 UNDER THE SECURITIES ACT OF 1933 EIGHTCO HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) (State or other jurisdiction of incorporation or organization) Delaware 7379 87-2755739 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 200 9 Avenue North, Suite 220 Safety Harbor, Flo ...

Washington, D.C. 20549 Form S-1 UNDER THE SECURITIES ACT OF 1933 EIGHTCO HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) As Filed with the Securities and Exchange Commission on June 2, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION (State or other jurisdiction of incorporation or organization) Delaware 7379 87-2755739 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 200 9 Avenue North, Suite 220 Safety Harbor, Flo ...

Revenue and Profitability - For the three months ended March 31, 2023, revenues increased by $12,170,068 or 327.18% compared to the same period in 2022, primarily due to the acquisition of Forever 8[176]. - Gross profit rose by $1,273,828 or 233.62% for the three months ended March 31, 2023, largely driven by revenue growth from Forever 8[178]. Costs and Expenses - Cost of revenues for the same period increased by $10,896,240 or 343.26%, attributed to higher revenues from inventory management solutions and increased material and production costs[177]. - Selling, general and administrative expenses increased by $3,427,636 or 178.36%, due to higher professional fees, payroll, insurance, rent, and operational costs as a standalone public company[179]. - Interest expense surged to $2,813,227 for the three months ended March 31, 2023, compared to $129 in the same period of 2022, mainly due to the amortization of debt issuance costs related to convertible notes[180]. Net Loss and Operating Performance - The company reported a net loss of $49,851,140 for the three months ended March 31, 2023, compared to a net loss of $1,137,144 in the same period of 2022, reflecting an increase of 4,283.89%[175]. - Operating loss for the three months ended March 31, 2023, was $3,530,339, compared to an operating loss of $1,376,531 in the same period of 2022, representing a change of 156.47%[175]. - The company’s total other expense, net, was $46,320,801 for the three months ended March 31, 2023, compared to other income of $49,390 in the same period of 2022, indicating a significant decline[175]. - Total other (expense) income was ($46,320,801) for Q1 2023, compared to $49,390 in Q1 2022, primarily due to a loss on issuance of warrants of ($43,541,211) and interest expense of ($2,813,227)[181]. - Net loss for Q1 2023 was $49,851,140, significantly higher than the net loss of $1,137,144 in Q1 2022, largely driven by the loss on issuance of warrants[183]. Cash Flow and Financial Position - Operating activities resulted in net cash used of ($4,937,282) in Q1 2023, compared to ($1,551,911) in Q1 2022, reflecting a substantial increase in net loss[186]. - Net cash provided by investing activities was $67,202 in Q1 2023, a positive shift from ($6,595) in Q1 2022, mainly due to the sale of capital expenditures amounting to $181,000[187]. - Net cash provided by financing activities was $2,383,909 in Q1 2023, up from $1,660,247 in Q1 2022, attributed to proceeds from the issuance of convertible notes payable of $3,150,000[188]. - The company has approximately $3.0 million in cash and believes it will have sufficient funds for the next 12 months to execute its strategic plan[184]. Tax and Debt Obligations - Income tax expense was $0 for Q1 2023, compared to an income tax benefit of $189,997 in Q1 2022, due to an increase in loss before income taxes[182]. - The company has no significant debt obligations other than approximately $9.7 million related to the Note Private Placement[184]. - There were no off-balance sheet arrangements as of March 31, 2023[191]. - The company has no debt covenants requiring certain financial information to be met[190]. Corporate Actions - The company’s stock underwent a 1-for-50 reverse stock split effective April 3, 2023, and changed its name from Cryptyde, Inc. to Eightco Holdings Inc.[159]. - The company regained compliance with Nasdaq Listing Rule 5550(a)(2) after its common stock closed above $1 from April 4, 2023, to April 18, 2023[167].

Financial Performance - The Packaging Business generated revenue of $8,035,709 in the fiscal year ended December 31, 2022, compared to $7,874,285 in 2021, reflecting a growth of approximately 2.04%[28] - There is currently no material backlog of orders in the Packaging Business, and orders can be canceled before shipment, indicating potential volatility in future sales[62] - The company anticipates significant capital, operational, and marketing expenses in the coming years as it executes its growth strategy[73] - The company does not intend to pay dividends on common stock, meaning returns for shareholders will depend on stock price appreciation[136] - The company has approximately 336 holders of record of its common stock as of April 14, 2023[190] - The company does not currently intend to pay dividends on its common stock, with any future dividends at the discretion of the board of directors[191] Business Operations - The company completed the acquisition of Forever 8 Fund, LLC on October 1, 2022, focusing on providing funding solutions for e-commerce businesses[26] - The company plans to expand Forever 8's market reach through strategic expansion while continuing to focus on revenue growth[35] - The Company operates one reportable segment focused on the sale of corrugated packaging materials, as determined by the management approach[64] - The company is focused on three main businesses: Inventory Cash Flow Solution, Web3 Business, and Packaging Business[199] - The company employs 33 individuals across its subsidiaries, with 16 in Ferguson Containers, 11 in Eightco Holdings Shared Services, and 6 in Forever 8[56] Market and Competition - Increased competition in the Web3 and BTC Mining Hardware sectors may divert consumers and impact revenue, with competitors having greater financial resources[76] - The company faces strong competition from larger, more integrated firms with greater resources and lower operating costs in the paper and packaging industry[118] - Economic downturns could materially lower demand for packaging products, particularly from customers in discretionary sectors[120] Regulatory and Compliance Risks - The company recognizes the evolving regulatory landscape for digital assets and its potential impact on operations, particularly in the BTC Mining Hardware Business[48] - Regulatory uncertainty regarding the classification of crypto assets as securities poses risks to operations and financial condition[96] - The company is subject to SEC reporting and regulatory requirements, incurring expenses and management time to comply with Section 404 of the Sarbanes-Oxley Act[137] - The company is classified as an emerging growth company, taking advantage of exemptions from certain disclosure requirements, which may affect the attractiveness of its securities to investors[156] Operational Challenges - The BTC Mining Hardware Business does not currently anticipate any future sales of BTC mining equipment and has no material commitments for capital expenditures[34] - The company does not have long-term agreements with its customers in the Packaging Business, relying instead on purchase orders[27] - The company faces significant risks including limited experience in operating as a public entity, reliance on discretionary consumer spending, and potential impacts from COVID-19[69] - The management team has limited experience in operating a public company, which may hinder effective management and increase operational costs[90] - The lack of sufficient segregation of duties at Ferguson Containers may lead to deficiencies in financial reporting processes[139] Financial Instruments and Capital Structure - The company issued a Senior Secured Convertible Note with an initial principal amount of $5,555,000 at a conversion price of $6.245 per share[205] - The company may issue preferred stock in the future, which could adversely affect common stockholders and depress stock prices[140] - Future equity issuances for warrant exercises, acquisitions, or employee compensation may dilute existing shareholders' ownership and adversely affect earnings per share[161] - The company’s common stock will be subordinate to all future indebtedness and any series of preferred stock, which may dilute voting power and reduce the value of common stock[163] Strategic Risks - The acquisition of Forever 8 may not yield anticipated strategic benefits, and integration challenges could adversely affect financial results[124][125] - The company may not realize the anticipated benefits from its separation from Vinco, which could harm its business and financial performance[167] - Historical financial information may not be indicative of future results as the company has little history operating independently[171] - The company may be subject to substantial liabilities under the Separation and Distribution Agreement, which could adversely affect its financial condition[174] Environmental and External Factors - The Packaging Business utilizes 100% post-consumer recycled materials for many of its products, emphasizing sustainability[27] - Climate change and environmental regulations may increase compliance costs and disrupt operations, impacting business performance[135] - The cost and availability of wood fiber, a key raw material for the packaging business, may adversely affect profitability due to cyclical pricing and environmental regulations[113] - Disruptions in transportation could limit the supply of raw materials, negatively impacting production and financial performance[117] - Geopolitical risks, such as the situation in Ukraine, may contribute to market volatility and impact the Company's access to capital[82] Miscellaneous - The company completed a spin-off from Vinco Ventures Inc. on June 29, 2022, distributing one share of its common stock for every ten shares of Vinco common stock held[200] - A reverse stock split of 1-for-50 was executed on April 3, 2023, which may affect the liquidity of the common stock[146] - The trading price of the company's securities is expected to be volatile, influenced by various factors including business conditions and financial report releases[142] - The company has entered into a Tax Matters Agreement that restricts certain actions to maintain tax-free transaction status following the Separation[200]