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 ...

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, 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. (f/k/a Cryptyde, Inc.) (Exact Name of Registrant as Specified in its Charter) Delaware 87-27 ...

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, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____to _____ Securities registered pursuant to Section 12(b) of the Act: | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | --- | --- ...