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, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number: 001-41033 EIGHTCO HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 87-2755739 (State or Oth ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number: 001-41033 EIGHTCO HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 87-2755739 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF TH ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number: 001-41033 EIGHTCO HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 87-2755739 (State or Other J ...

Financing Activities - The Company raised approximately $0.71 million through a private placement of 865,856 shares at a price of $0.82 per share on February 26, 2024[145]. - As of the date of filing, $2,375,000 has been committed by lenders under the Series A financing agreement, with an interest rate of 15.00% per annum[150]. - The Series B financing agreement, entered on October 6, 2023, has $175,000 committed by the lender, also at an interest rate of 15.00% per annum[155]. - The Series C financing agreement, dated October 19, 2023, has $7,225,000 committed by the lender at an interest rate of 18.00% per annum[159]. - The Series D financing agreement allows for up to $5,000,000, with $250,000 committed as of the date of filing[161]. - The Company exchanged old secured promissory notes for new notes totaling $1,650,000 under a Debt Exchange Agreement on May 30, 2023[162]. - The Company issued a Senior Secured Convertible Note with an initial principal amount of $5,555,000 on March 15, 2023, which was fully repaid by February 26, 2024[163][165]. - The Company redeemed all Hudson Warrants for $660,000 on October 23, 2023[164]. Business Operations - The Company no longer intends to generate revenue from its Web 3 Business, focusing instead on its two main businesses: Forever 8's Inventory Cash Flow Solution and the Corrugated Packaging Business[141]. - The Company underwent a name change from Cryptyde, Inc. to Eightco Holdings Inc. on April 3, 2023, and its stock symbol changed to "OCTO"[141]. - Eightco acquired 100% of Forever 8's membership interests for a total consideration including $4.6 million in cash and various preferred units[166][167]. - The acquisition agreement includes potential earnout payments totaling up to $15 million, $12 million, and $10 million based on performance thresholds related to cumulative collected revenues[169][170]. Financial Performance - For the year ended December 31, 2024, revenues decreased by $27,947,081 or 41.36% compared to 2023, primarily due to less capital utilized for inventory purchases[201]. - Cost of revenues for the same period decreased by $27,669,287 or 45.13%, largely reflecting the decrease in revenues[202]. - Gross profit decreased by $277,794 or 4.44%, attributed to the decline in revenues[203]. - Selling, general and administrative expenses decreased by $2,045,908 or 13.82%, mainly due to reduced salaries and professional fees[204]. - Restructuring and severance expenses decreased by $719,144 or 33.70%, reflecting the completion of the restructuring plan[205]. - Interest expense decreased to $5,287,920 from $11,553,477, a reduction of 54.23% due to the full amortization of debt issuance costs[206]. - Total other income increased to $8,347,033 from a loss of $58,377,298, largely due to no further charges for the loss on issuance of warrants[207]. - Net income from continuing operations improved to $289,811 from a net loss of $69,057,115, primarily due to the absence of warrant issuance losses[209]. - Revenues from the discontinued Corrugated Packaging business decreased by $905,854 or 11.72% compared to 2023, due to reduced orders from a key customer[213]. - Net income from discontinued operations was $418,716 for 2024, down from $736,701 in 2023, largely due to decreased revenues[221]. Debt and Cash Position - As of March 31, 2025, Eightco Holdings Inc. has approximately $9.7 million in outstanding debt obligations related to lines of credit[222]. - The company had approximately $0.2 million in cash as of April 14, 2025, and expects additional capital will be required to support ongoing operations[223]. - In November 2024, Eightco Holdings Inc. agreed to sell its Corrugated Packaging Business for approximately $3.1 million, which includes $557,835 in cash and a $2.5 million seller note[224]. - The net cash used in operating activities for the year ended December 31, 2024, was ($6,637,101), compared to ($6,399,079) for 2023[226]. - The company reported a net increase in cash and restricted cash of ($5,008,649) for the year ended December 31, 2024[226]. - Net cash provided by financing activities was $1,698,550 for the year ended December 31, 2024, compared to $2,989,800 for 2023[229]. - As of December 31, 2024, the accumulated deficit was $112,570,049, raising substantial doubt about the company's ability to continue as a going concern[231]. - The company expects its current cash and cash equivalents will not be sufficient to support projected operating requirements for at least the next 12 months[232]. - The company intends to continue reducing costs in 2025 while raising additional capital as needed[233]. - The company has not engaged in any off-balance sheet arrangements during the periods presented[234]. Promissory Notes and Gains - The Promissory Notes issued bear interest rates of 10% for the first 12 months and 12% thereafter, with a maturity date three years post-closing[176]. - Approximately $3.0 million in accrued interest was forgiven, and an additional $1.1 million was converted into 1.4 million shares of common stock[181]. - The Company recorded a gain of $6.1 million related to the full release of contingent consideration, recognized as other income[181]. - The Company issued 120,974 shares of common stock to retire a portion of the Promissory Notes on March 27, 2024[178]. - The Series A Preferred Stock designation included 300,000 shares, all of which have since been redeemed[182]. - The Company has deferred all remaining payments under the Promissory Notes to October 30, 2024[181]. - The amendments to the Promissory Notes resulted in a combined non-cash gain of $3.86 million recorded directly to additional paid-in capital (APIC)[179]. Accounting and Reporting - The Company’s financial statements are prepared in accordance with GAAP, requiring significant estimates and judgments that may affect reported amounts[183].

Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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, 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) | | | Indicate by check mark whet ...

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 June 30, 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 Ju ...

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 ...

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, 2023 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(g) of the Act: None Commission file number: 001-41033 EIGHTCO HOLDINGS INC. (Exact Name of Registrant as Specified ...

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 ...

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 June 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 Other Ju ...