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]

As Filed with the Securities and Exchange Commission on January 23, 2023 Registration No. 333-266848 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Form S-1 UNDER THE SECURITIES ACT OF 1933 CRYPTYDE, 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) 200 9 Avenue North, Suite 220 Safety Harbor, Florida 34695 (866 ...

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, 2022 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 CRYPTYDE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 87-2755739 (State or Other Juri ...

Financial Performance - For the three months ended June 30, 2022, revenues increased by $5,339,265 or 266.07% compared to the same period in 2021, primarily due to increased sales from mining equipment[114]. - Cost of revenues for the same period increased by $5,142,586 or 366.21%, attributed to higher total revenues and increased costs of materials and production[115]. - Gross profit for the three months ended June 30, 2022, increased by $196,679 or 32.65%, driven by higher revenues offset by increased costs[116]. - For the six months ended June 30, 2022, revenues increased by $7,301,280, or 193.96%, compared to the same period in 2021, primarily due to increased sales from mining equipment shipments[125]. - Cost of revenues for the six months ended June 30, 2022, increased by $7,033,811, or 261.73%, compared to the same period in 2021, driven by higher material and production costs[126]. - Gross profit for the six months ended June 30, 2022, increased by $267,449, or 24.84%, compared to the same period in 2021, reflecting increased revenues offset by rising costs[127]. - Net loss for the six months ended June 30, 2022, was $4,593,901, compared to a net loss of $30,184 for the same period in 2021, marking an increase of 15,119.66%[133]. - The company reported total other income of $102,857 for the six months ended June 30, 2022, compared to $21,589 for the same period in 2021, an increase of 376.43%[131]. Expenses - Selling, general and administrative expenses rose to $4,292,308, an increase of $3,645,889 or 469.80%, mainly due to higher payroll and operating costs as a standalone public company[118]. - Selling, general and administrative expenses rose to $6,214,103 for the six months ended June 30, 2022, an increase of $5,073,629, or 444.87%, primarily due to higher payroll and professional fees[128]. Cash Flow and Financing - Net cash used in operating activities was ($5,894,179) for the six months ended June 30, 2022, compared to ($246,647) for the same period in 2021[137]. - Net cash provided by financing activities was $45,001,510 for the six months ended June 30, 2022, significantly up from $323,684 in the same period in 2021, largely due to debt and equity issuance[139]. - The company has approximately $40 million in cash, which it believes will be sufficient to fund operations for the next 12 months[135]. - The company has no significant debt obligations other than approximately $7 million related to the Note Private Placement[134]. Business Operations and Structure - The company operates independently following the spin-off of its Packaging Business, Web3 Business, and Bitcoin Mining Services Business from Vinco[93]. - The Packaging Business, Ferguson Containers, has been operational for over 50 years and focuses on custom packaging solutions[99]. - The Web3 Business, BlockHiro, LLC, plans to utilize decentralized blockchain technology in consumer-facing industries and aims to finalize a digital coin minting platform in 2022[100]. - The company is now an independent, publicly traded entity holding assets and liabilities associated with the Cryptyde Businesses after the Separation[157]. - The company incurred debt from the Note Private Placement in connection with the Separation and may continue to incur further debt in the ordinary course of business[158]. Separation and Distribution Agreements - The Separation and Distribution Agreement governs the overall terms of the Separation, including the allocation of assets and liabilities between the company and Vinco[162]. - The company and Vinco entered into a Tax Matters Agreement to govern tax responsibilities, with the company generally responsible for its own taxes and certain taxes of Vinco related to the Cryptyde Businesses[169]. - The Tax Matters Agreement prohibits the company from taking certain actions that could jeopardize the intended tax treatment of the Transfer and Distribution for a two-year period following the Distribution Date[171]. - The company is required to use reasonable efforts to obtain necessary consents and approvals for the transfer of specified assets between the companies post-Distribution[163]. - The Separation and Distribution Agreement includes provisions for uncapped cross-indemnities to allocate financial responsibility for obligations and liabilities between the company and Vinco[166]. - The company has no unvested equity awards held by employees remaining after the Separation[155]. - The company made cash payments to employees for any fractional share interests resulting from adjustments to outstanding Vinco awards[156]. - No other material governmental or regulatory approvals were necessary to consummate the Distribution, aside from the required registration and listing requirements[159].

[PART I - FINANCIAL INFORMATION](index=6&type=section&id=PART%20I) [Item 1. Financial Statements (Unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Presents the unaudited condensed consolidated financial statements for Q1 2022, showing increased revenue offset by higher expenses, resulting in a net loss and changes in assets and liabilities [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Details the company's financial position as of March 31, 2022, showing increases in assets and liabilities, and a decrease in stockholder's equity Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$14,888,141** | **$13,978,348** | | Total current assets | $9,932,968 | $8,970,578 | | **Total Liabilities** | **$13,853,933** | **$11,806,996** | | Due to Parent | $5,886,437 | $4,198,546 | | **Total Stockholder's Equity** | **$1,034,208** | **$2,171,352** | [Condensed Consolidated Statements of Comprehensive Loss](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) Presents the company's financial performance for Q1 2022, highlighting a significant increase in net loss despite revenue growth, driven by rising costs Statement of Comprehensive Loss Summary (Unaudited) | Metric | Three Months Ended Mar 31, 2022 | Three Months Ended Mar 31, 2121 | | :--- | :--- | :--- | | Revenues, net | $3,719,647 | $1,757,652 | | Gross profit | $545,264 | $474,494 | | Operating loss | $(1,376,531) | $(19,561) | | Net loss | $(1,137,144) | $(29,007) | | Loss per share – basic and diluted | $(101.04) | $(2.90) | [Condensed Consolidated Statements of Stockholder's Equity](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholder's%20Equity) Details the changes in stockholder's equity for Q1 2022, primarily reflecting a decrease due to the net loss incurred - The net loss of **$1,137,144** for the quarter was the primary driver for the reduction in total stockholder's equity, which fell to **$1,034,208** as of March 31, 2022[25](index=25&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Summarizes cash inflows and outflows for Q1 2022, showing increased cash usage in operations offset by significant financing activities Summary of Cash Flows (Unaudited) | Cash Flow Activity | Three Months Ended Mar 31, 2022 | Three Months Ended Mar 31, 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(1,551,911) | $(31,773) | | Net cash used in investing activities | $(6,595) | $(18,228) | | Net cash provided by financing activities | $1,660,247 | $43,958 | | **Net increase in cash** | **$101,741** | **$57,503** | | **Cash at end of period** | **$1,012,935** | **$234,262** | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Details the company's spin-off, accounting policies, related-party transactions, contingent obligations, and post-quarter financing - The company was formed via a spin-off from its parent, Vinco Ventures, Inc. The separation was completed on **June 29, 2022**, after the reporting period[29](index=29&type=chunk)[31](index=31&type=chunk)[80](index=80&type=chunk) - The company has a **$4 million** senior secured promissory note from Wattum Management Inc., a related party and non-controlling member of its CW Machines, LLC joint venture[59](index=59&type=chunk) - Subsequent to the quarter-end, the company closed on significant financing agreements, including a **$33.3 million** senior convertible note and a **$12 million** equity private placement, raising a total of **$42 million** in gross proceeds[77](index=77&type=chunk)[78](index=78&type=chunk) - The company has contingent obligations to issue up to **400,000 shares** of its common stock to former Emmersive Entertainment shareholders based on achieving specific revenue milestones for its Musician & Artist Platform through September 2024[73](index=73&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Analyzes Q1 2022 financial performance and condition, detailing segment contributions, revenue and loss drivers, and liquidity [Overview and Business Segments](index=20&type=section&id=Overview%20and%20Business%20Segments) Describes Cryptyde's three core business segments: Packaging, Web3, and Bitcoin Mining Services, outlining their respective operations - The company is comprised of three main business lines: Packaging (Ferguson Containers), Web3 (BlockHiro, LLC), and Bitcoin Mining Services (CW Machines, LLC)[87](index=87&type=chunk) - The Packaging Business, Ferguson Containers, has over **50 years** of operating history in manufacturing and selling custom packaging[89](index=89&type=chunk) - The Web3 Business plans to use blockchain technology in consumer industries like gaming, music, and art, with a digital coin minting platform expected in 2022[90](index=90&type=chunk) - The Bitcoin Mining Services Business is a joint venture focused on selling Bitcoin mining equipment and co-location services to consumers[91](index=91&type=chunk) [Results of Operations](index=23&type=section&id=Results%20of%20Operations) Analyzes Q1 2022 results, showing revenue growth from mining equipment sales, but also increased operating expenses leading to a wider net loss Q1 2022 vs Q1 2021 Results of Operations | Metric | Q1 2022 ($) | Q1 2021 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenues, net | $3,719,647 | $1,757,652 | $1,961,995 | 111.63% | | Gross profit | $545,264 | $474,494 | $70,770 | 14.91% | | SG&A Expenses | $1,921,795 | $494,055 | $1,427,740 | 288.98% | | Operating loss | $(1,376,531) | $(19,561) | $(1,356,770) | 6937.12% | | Net loss | $(1,137,144) | $(29,007) | $(1,108,137) | 3820.24% | - The significant revenue increase was primarily due to the shipment of goods related to the sale of mining equipment[105](index=105&type=chunk) - The sharp increase in SG&A expenses was mainly a result of higher payroll costs and operating costs as a standalone public company[109](index=109&type=chunk) [Liquidity and Capital Resources](index=24&type=section&id=Liquidity%20and%20Capital%20Resources) Assesses the company's liquidity and capital position, detailing historical funding reliance and recent capital raises for future operations - The company has approximately **$40 million** in cash from its former parent (Vinco) and recent private placements, which is believed to be sufficient for the next **12 months** of operations[115](index=115&type=chunk)[121](index=121&type=chunk) Summary of Cash Flows (Q1 2022 vs Q1 2021) | Cash Flow Activity | Three Months Ended Mar 31, 2022 ($) | Three Months Ended Mar 31, 2021 ($) | | :--- | :--- | :--- | | Operating Activities | $(1,551,911) | $31,773 | | Investing Activities | $(6,595) | $(18,228) | | Financing Activities | $1,660,247 | $43,958 | [The Separation](index=26&type=section&id=The%20Separation) Outlines the spin-off from Vinco Ventures, effective June 29, 2022, detailing its rationale, distribution terms, and governing agreements - The separation from Vinco became effective on **June 29, 2022**, with Vinco distributing **100%** of Cryptyde's common stock to its shareholders[127](index=127&type=chunk)[128](index=128&type=chunk) - Key reasons for the spin-off include allowing each company to have a distinct strategic focus, creating differentiated investment opportunities, optimizing capital allocation, and providing direct access to capital markets[129](index=129&type=chunk) - The company entered into a Separation and Distribution Agreement and a Tax Matters Agreement with Vinco to govern the terms of the separation and the ongoing relationship, including asset allocation, liability assumption, and tax responsibilities[140](index=140&type=chunk)[143](index=143&type=chunk)[149](index=149&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exempt from market risk disclosures due to its status as a Smaller Reporting Company - As a Smaller Reporting Company, Cryptyde is exempt from providing disclosures about market risk[153](index=153&type=chunk) [Item 4. Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective as of March 31, 2022, due to a material weakness in internal controls - Management concluded that disclosure controls and procedures were not effective as of the end of the reporting period[154](index=154&type=chunk) - A material weakness was identified due to limited accounting personnel, leading to an inability to provide timely financial reporting and a lack of segregation of duties[155](index=155&type=chunk) - Remediation efforts began in Q1 2022, including adding accounting personnel and implementing a new accounting system, though the material weakness still existed as of March 31, 2022[156](index=156&type=chunk) [PART II - OTHER INFORMATION](index=32&type=section&id=PART%20II) [Item 1. Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in routine legal actions, none of which are expected to materially impact its financial condition or operations - The company does not expect any ongoing legal proceedings to have a material adverse effect on its business, financial condition, or results of operations[159](index=159&type=chunk) [Item 1A. Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the company's Form S-1 registration statement - No material changes have occurred to the risk factors disclosed in the Form S-1 filed on **May 9, 2022**[160](index=160&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details two private placements closed in May 2022, involving a convertible note and common stock with warrants, raising significant proceeds - On **May 5, 2022**, the company closed a private placement with Hudson Bay Master Fund, Ltd., issuing a convertible note with a principal of **$33,333,333** and warrants for **3,333,333 shares**, receiving **$30,000,000** in consideration[161](index=161&type=chunk) - On **May 20, 2022**, the company closed an equity private placement with BHP Capital NY, Inc., issuing **1,500,000 shares** of common stock and warrants for **1,500,000 shares**, receiving **$12,000,000** in consideration[164](index=164&type=chunk) [Item 3. Defaults Upon Senior Securities](index=32&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults on its senior securities - None[167](index=167&type=chunk) [Item 4. Mine Safety Disclosures](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not Applicable[168](index=168&type=chunk) [Item 5. Other Information](index=32&type=section&id=Item%205.%20Other%20Information) No information was provided under this item [Item 6. Exhibits](index=33&type=section&id=Item%206.%20Exhibits) Lists all exhibits filed with the quarterly report, including key corporate and financing documents - A list of all exhibits filed with the Form 10-Q is provided, referencing key corporate and financing documents[170](index=170&type=chunk)[172](index=172&type=chunk)