SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Vassilakos Paul

(Last)

(First)

(Middle)

101 LARRY HOLMES DR

(Street)

EASTON

18042

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/17/2024

3. Issuer Name and Ticker or Trading Symbol
Eightco Holdings Inc. [ OCTO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and Chairman

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	654,419	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Convertible Promissory Note	10/01/2022	10/01/2025	Common Stock	101,921	⁽¹⁾	D
Preferred Membership Units	⁽²⁾	⁽²⁾	Common Stock	51,887	⁽²⁾	D

Explanation of Responses:

1. The notes are convertible at any time at the option of the holder into common stock of the Issuer. The conversion price is equal to the average volume-weighted average price of the Issuer's common stock, par value $0.001 per share ("Common Stock"), for the 10-trading day period immediately preceding the date of delivery of a notice of conversion.

2. The Preferred Membership Units in Forever 8 Fund, LLC ("Preferred Units"), a wholly owned subsidiary of the Issuer ("Forever 8"), provides a put right to cause the Issuer to redeem the Preferred Units at the holder's election based on specified events as set forth in the amended and restated operating agreement of Forever 8 ("Operating Agreement"). Each Preferred Unit is exchangeable for one share of Common Stock or for cash on the terms and conditions set forth in the Operating Agreement. The Reporting Person is also entitled to Preferred Units upon the achievement of certain earnout considerations pursuant to the Operating Agreement.

	/s/ Paul Vassilakos	03/25/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.