UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
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:
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction | (I.R.S. Employer | |
| of Incorporation or Organization) | Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller
Reporting Company | |
| Emerging
Growth Company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐
Yes
As of August 19, 2025, there were shares of the registrant’s common stock outstanding.
EIGHTCO HOLDINGS INC.
TABLE OF CONTENTS
| 2 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the “Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events including, without limitation, our ability to raise capital, our operational and strategic initiatives or our future financial performance. We have attempted to identify forward-looking statements by using terminology such as “anticipates,” “believes,” “expects,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predict,” “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions; uncertainties and other factors may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Our expectations are as of the date this Quarterly Report is filed, and we do not intend to update any of the forward-looking statements after the date this Quarterly Report is filed to confirm these statements to actual results, unless required by law.
You should not place undue reliance on forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties, and actual results may differ materially from those in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed in “Risk Factors,” in Part II, Item 1A of this Report as well as information provided elsewhere in this Quarterly Report and our Annual Report on Form 10-K for the year ended December 31, 2024, as amended (the “Annual Report”), which was filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2025. You should carefully consider that information before you make an investment decision.
These and other factors discussed above could cause results to differ materially from those expressed in the estimates made by any independent parties and by us.
| 3 |
OTHER PERTINENT INFORMATION
Unless the context otherwise indicates, when used in this Quarterly Report, the terms “Eightco,” “we,” “us,” “our,” the “Company” and similar terms refer to Eightco Holdings Inc., a Delaware corporation, and all of our consolidated subsidiaries and variable interest entities.
| 4 |
PART I - FINANCIAL INFORMATION
EIGHTCO HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Current assets of discontinued operations held for sale | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Loan held-for-investment | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accounts payable – related parties | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Accrued expenses and other current liabilities – related parties | ||||||||
| Convertible notes payable – related parties, net | ||||||||
| Line of credit | ||||||||
| Line of credit – related parties | ||||||||
| Due to Former Parent | ||||||||
| Current liabilities of discontinued operations held for sale | ||||||||
| Total current liabilities | ||||||||
| Convertible notes payable – related parties, net of debt discount of $ | ||||||||
| Total liabilities | $ | $ | ||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, $ par value, shares authorized and shares outstanding at June 30, 2025 and December 31, 2024, respectively | ||||||||
| Common stock, $ par value, shares authorized and and shares outstanding at June 30, 2025 and December 31, 2024, respectively | $ | $ | ||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Foreign currency translation | ||||||||
| Total stockholders’ attributable to Eightco Holdings Inc. | ||||||||
| Non-controlling interest | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See the accompanying notes to the condensed consolidated financial statements.
| 5 |
EIGHTCO HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues, net | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Restructuring and severance | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Non-operating income (expense): | ||||||||||||||||
| Interest income (expense), net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain on divestiture | ||||||||||||||||
| Gain on forgiveness of earnout | ||||||||||||||||
| Gain on extinguishment of liabilities | ||||||||||||||||
| Other income | ||||||||||||||||
| Total non-operating income (expense) | ( | ) | ||||||||||||||
| Net income (loss) before income tax expense | ( | ) | ( | ) | ||||||||||||
| Income tax expense (benefit) | ( | ) | ||||||||||||||
| Net income (loss) from continuing operations | $ | ( | ) | $ | ( | ) | ||||||||||
| Net income from discontinued operations | ||||||||||||||||
| Net income (loss) | ( | ) | $ | ( | ) | |||||||||||
| Net loss attributable to non-controlling interest | ( | ) | ||||||||||||||
| Net income (loss) attributable to Eightco, Inc. | ( | ) | ( | ) | ||||||||||||
| Net income (loss) per share: | ||||||||||||||||
| Net income (loss) per share – basic | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Net income (loss) per share – diluted | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Weight average number of common shares outstanding – basic | ||||||||||||||||
| Weight average number of common shares outstanding – diluted | ||||||||||||||||
See the accompanying notes to the condensed consolidated financial statements.
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EIGHTCO HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net income (loss) | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Foreign currency translation – unrealized gain (loss) | ( | ) | ( | ) | ||||||||||||
| Comprehensive income (loss) | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
See the accompanying notes to the condensed consolidated financial statements.
| 7 |
EIGHTCO HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
| Common Stock | Additional Paid in | Non controlling | Retained Earnings (Accumulated) | Accumulated Other | ||||||||||||||||||||||||
| Shares | Amount | Capital | Interest | Deficit | Income | Total | ||||||||||||||||||||||
| Balances, January 1, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||
| Issuance of common stock - investors | ||||||||||||||||||||||||||||
| Issuance of common stock - conversions | ||||||||||||||||||||||||||||
| Issuance of common stock – settlement of cash warrants | ||||||||||||||||||||||||||||
| Issuance of common stock to noteholders | ||||||||||||||||||||||||||||
| Issuance of common stock to board of directors and former employees | ||||||||||||||||||||||||||||
| Issuance of common stock to consultants | ||||||||||||||||||||||||||||
| Forgiveness of interest – related parties | - | |||||||||||||||||||||||||||
| Share-based compensation expense | - | |||||||||||||||||||||||||||
| Foreign currency translation | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Net income for the three months ended March 31, 2024 | - | ( | ) | |||||||||||||||||||||||||
| Balances, March 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| Issuance of common stock - investors | ||||||||||||||||||||||||||||
| Issuance of common stock - conversions | - | |||||||||||||||||||||||||||
| Issuance of common stock to board of directors and former employees | ||||||||||||||||||||||||||||
| Issuance of common stock to consultants | ||||||||||||||||||||||||||||
| Forgiveness of interest – related parties | - | |||||||||||||||||||||||||||
| Share-based compensation expense | - | |||||||||||||||||||||||||||
| Foreign currency translation | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Net income for the three months ended June 30, 2024 | - | |||||||||||||||||||||||||||
| Balances, June 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| Balances, January 1, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| Issuance of common stock to note holders – interest | ( | ) | ||||||||||||||||||||||||||
| Issuance of common stock to vendors for settlement of liabilities | ||||||||||||||||||||||||||||
| Foreign currency translation | - | |||||||||||||||||||||||||||
| Net loss for the three months ended March 31, 2025 | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balances, March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| Foreign currency translation | - | |||||||||||||||||||||||||||
| Net loss for the three months ended June 30, 2025 | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balances, June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
See the accompanying notes to the condensed consolidated financial statements.
| 8 |
EIGHTCO HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six Months Ended June 30, 2025 | For the Six Months Ended June 30, 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of debt issuance costs | ||||||||
| Amortization of prepaid share-based compensation | ||||||||
| Share-based compensation | ||||||||
| Gain on sale of assets | ( | ) | ||||||
| Gain on extinguishment of liabilities | ( | ) | ||||||
| Gain on forgiveness of earnout | ( | ) | ||||||
| Changes in assets and liabilities, net of divestiture: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses and other current liabilities | ||||||||
| Discontinued operations | ( | ) | ||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment – continuing operations | ( | ) | ( | ) | ||||
| Purchases of property and equipment – discontinued operations | ( | ) | ||||||
| Proceeds from sale of assets of Ferguson Containers, Inc. | ||||||||
| Repayments under loan held-for-investment | ||||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Net borrowings under lines of credit | ||||||||
| Net proceeds from issuance of common stock | ||||||||
| Repayments under convertible notes payable – related parties | ( | ) | ( | ) | ||||
| Repayments under convertible notes payable | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ( | ) | ( | ) | ||||
| Net decrease in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of the year | ||||||||
| Cash and cash equivalents, end of the period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Issuance of common stock to line of credit holders | $ | $ | ||||||
| Issuance of common stock to vendors for future services | $ | $ | ||||||
| Issuance of common stock to employees and directors for settlement of liabilities | $ | $ | ||||||
| Issuance of common stock to vendors for settlement of liabilities | $ | $ | ||||||
| Issuance of common stock to noteholders for settlement of accrued interest | $ | $ | ||||||
| Issuance of common stock to noteholders for settlement of cash warrant liabilities | $ | $ | ||||||
| Forgiveness of interest – related parties | $ | $ | ||||||
| Forgiveness of debt – related parties | $ | $ | ||||||
| Convertible shares under notes payable | $ | $ | ||||||
| Deconsolidation of assets of Corrugated Business: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | $ | $ | ||||||
| Inventory | $ | $ | ||||||
| Prepaid expenses and other current assets | $ | $ | ||||||
| Property and equipment | $ | $ | ||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other current liabilities | $ | $ | ||||||
See the accompanying notes to the condensed consolidated financial statements.
| 9 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION
As
used herein, “Eightco” and the “Company” refer to Eightco Holdings Inc., a Delaware corporation originally
incorporated on September 21, 2021 (date of inception) under the laws of the State of Nevada, and subsidiaries. On March 9, 2022,
the Company converted to a Delaware corporation pursuant to a plan of conversion entered into with its former parent, Vinco
Ventures, Inc. (“Vinco” or “Former Parent”). Until April 7, 2025, the Company operated in two main
businesses: Forever 8 Inventory Cash Flow Solution and Corrugated Packaging Business (as defined below). Forever 8 Fund LLC
(“Forever 8”), which focuses on purchasing inventory for e-commerce retailers, was acquired by the Company on October 1,
2022, and is part of its Inventory Solution Business. The Corrugated Packaging Business manufactured and sold custom packaging for a
wide variety of products and helps customers generate brand awareness and promote brand image through packaging. On April 7, 2025,
the Company consummated the sale of the assets that comprised the Corrugated Packaging Business (See Note 4) and as a result ceased
this line of line of business effective as of such date. The Company previously sold BTC mining equipment and developed an NFT
character set under its Web3 Business but has no intention of continuing this business at this time. Prior to the Separation (as
defined below), the Company was
As
of June 30, 2025, Eightco had three wholly-owned subsidiaries: Forever 8, Ferguson Containers, Inc. (“Ferguson Containers”
or “Corrugated Packaging Business”) and BlockHiro, LLC. Ferguson Containers owns
During 2021, the Former Parent announced it plans to spin-off (the “Separation”) certain of its businesses. The Former Parent included Ferguson Containers as well as other subsidiaries of the Former Parent (the “Eightco Businesses”) as part of the spin-off. In anticipation of the Separation, the Former Parent contributed its assets and legal entities comprising the Eightco Businesses to facilitate the Separation. As a result of the Separation, the Company became an independent, publicly traded company comprised of the Eightco Businesses on June 30, 2022.
On March 29, 2022, Ferguson Containers ownership was assigned by the Former Parent to the Company. This transaction between entities under common control resulted in a change in reporting entity and required retrospective combination of the entities for all periods presented, as if the combination had been in effect since the inception of common control. Accordingly, the consolidated financial statements of the Company reflect the accounting of the combined acquired subsidiaries at historical carrying values, except that equity reflects the equity of Eightco.
Basis of Presentation.
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, the unaudited condensed financial statements included herein contain all adjustments necessary to present fairly the Company’s financial position and the results of its operations and cash flows for the interim periods presented. Such adjustments are of a normal recurring nature. The results of operations for the three and six months ended June 30, 2025 may not be indicative of results for the full year. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and the notes to those statements for the year ended December 31, 2024 included in the Annual Report.
The Company is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2021 and has elected to comply with certain reduced public company reporting requirements.
| 10 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Reverse
Stock Split: On August 8, 2024, the Company filed an amendment to its Certificate of Incorporation with the Secretary of State of
the State of Delaware to effectuate a
Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. The Company’s significant estimates used in these condensed consolidated financial statements include, but are not limited to, fair value of warrants, revenue recognition and the determination of the economic useful life of depreciable property and equipment. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates.
Business Combinations. For business combinations that meet the accounting definition of a business, the Company determines and allocates the purchase price of an acquired company to the tangible and intangible assets acquired, the liabilities assumed, and noncontrolling interest, if applicable, as of the date of acquisition at fair value. Fair value may be estimated using comparable market data, a discounted cash flow method, or a combination of the two. In the discounted cash flow method, estimated future cash flows are based on management’s expectations for the future. Revenues and costs of the acquired companies are included in the Company’s operating results from the date of acquisition. The Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, and these estimates and assumptions are inherently uncertain and subject to refinement during the measurement period not to exceed one year from the acquisition date. As a result, any adjustment identified subsequent to the measurement period is included in operating results in the period in which the amount is determined.
Discontinued Operations. A component of an entity that is disposed of by sale or abandonment is reported as discontinued operations if the transaction represents a strategic shift that will have a major effect on an entity’s operations and financial results. The results of discontinued operations are aggregated and presented separately in the Consolidated Statement of Operations. Assets and liabilities of the discontinued operations are aggregated and reported separately as assets and liabilities of discontinued operations in the Consolidated Balance Sheet, including the comparative prior year period. Cash flows are reflected as cash flows from discontinued operations within the Company’s Consolidated Statements of Cash Flows for each period presented.
Cash and Cash Equivalents. The Company considers all highly liquid, short-term investments with original maturities of six months or less when purchased to be cash equivalents.
Accounts
Receivable. Accounts receivable are carried at their contractual amounts, less an estimated allowance for credit losses. Management
estimates the allowance for credit losses using a loss-rate approach based on historical loss information, adjusted for management’s
expectations about current and future economic conditions, as the basis to determine expected credit losses. Management exercises significant
judgment in determining expected credit losses. Key inputs include macroeconomic factors, industry trends, the creditworthiness of counterparties,
historical experience, the financial conditions of the customers, and the amount and age of past due accounts. Management believes that
the composition of receivables at year-end is consistent with historical conditions as credit terms and practices and the client base
has not changed significantly. Receivables are considered past due if full payment is not received by the contractual due date. Past
due accounts are generally written off against the allowance for credit losses only after all collection attempts have been exhausted.
The allowance for credit losses was $
Inventories. Inventory is recorded at the lower of cost or net realizable value on a first-in, first-out basis. The Company reduces the carrying value of inventories for those items that are potentially excess, obsolete, or slow moving based on changes in customer demand, technology developments, or other economic factors.
Property
and Equipment. Property and equipment are stated at cost, net of accumulated depreciation and amortization, which is recorded commencing
at the in-service date using the straight-line method over the estimated useful lives of the assets, as follows:
| 11 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Intangible
Assets and Long-lived Assets. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate
that the carrying amount of the asset may not be recoverable. The Company assesses the recoverability of its long-lived assets using
undiscounted cash flows. If an asset is found to be impaired, the amount recognized for impairment is equal to the difference between
the carrying value and the asset’s fair value. We record intangible assets based on their fair value on the date of acquisition.
Intangible assets include the cost of developed technology, customer relationships, trademarks and tradenames. Intangible assets are
amortized utilizing the straight-line method over their remaining economic useful lives, as follows:
Goodwill. Goodwill is recorded for the difference between the fair value of the purchase consideration over the fair value of the net identifiable tangible and intangible assets acquired. The Company performs an impairment assessment of goodwill on an annual basis as of December 31st, or whenever impairment indicators exist. In the absence of any impairment indicators, goodwill is assessed for impairment during the fourth quarter of each fiscal year. Judgments regarding the existence of impairment indicators are based on market conditions and operational performance of the business. The Company may assess our goodwill for impairment initially using a qualitative approach to determine whether it is more likely than not that the fair value of these assets is greater than their carrying value. When performing a qualitative test, the Company assesses various factors including industry and market conditions, macroeconomic conditions and performance of our businesses. If the results of the qualitative assessment indicate that it is more likely than not that the goodwill and other indefinite-lived intangible assets are impaired, a quantitative impairment analysis would be performed to determine if impairment is required. The Company may also elect to perform a quantitative analysis of goodwill initially rather than using a qualitative approach. The impairment testing for goodwill is performed at the reporting unit level. The valuation methods used in the quantitative fair value assessment, discounted cash flow and market multiples method, requires our management to make certain assumptions and estimates regarding certain industry trends and future profitability of the Company’s reporting units. If the fair value of a reporting unit exceeds the related carrying value, the reporting unit’s goodwill is considered not to be impaired and no further testing is performed. If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recorded for the difference. The valuation of goodwill is affected by, among other things, the Company’s business plan for the future and estimated results of future operations. Future events could cause the Company to conclude that impairment indicators exist, and, therefore, that goodwill may be impaired.
Contingent Liabilities. The Company, from time to time, may be involved in certain legal proceedings. Based upon consultation with outside counsel handling its defense in these matters and the Company’s analysis of potential outcomes, if the Company determines that a loss arising from such matters is probable and can be reasonably estimated, an estimate of the contingent liability is recorded in its condensed consolidated financial statements. If only a range of estimated loss can be determined, an amount within the range that, based on estimates, assumptions and judgments, reflects the most likely outcome, is recorded as a contingent liability in the condensed consolidated financial statements. In situations where none of the estimates within the estimated range is a better estimate of probable loss than any other amount, the Company records the low end of the range. Any such accrual would be charged to expense in the appropriate period. Litigation expenses for these types of contingencies are recognized in the period in which the litigation services were provided.
| 12 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue
Recognition. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
606, Revenue from Contracts with Customers, the Company recognizes revenue when it satisfies performance obligations, by transferring
promised goods or services to customers, in an amount that reflects the consideration to which the Company expects to be entitled in
exchange for fulfilling those performance obligations. Revenue for product sales is recognized upon receipt by the customer. There are
no contract assets or contract liabilities and therefore no unsatisfied performance obligations. One customer represented
Disaggregation of Revenue. The Company’s primary revenue stream includes the sale of consumer goods through its inventory management solutions business. The revenue stream for discontinued operations primarily include the sale of corrugated packaging materials. There are no other material operations that were separately disaggregated for segment purposes.
Cost of Revenues. Cost of revenues includes freight charges, purchasing and receiving costs, depreciation and inspection costs.
Comprehensive
income. The Company follows Accounting Standards
Codification (“ASC”) 220 in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting
methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of
net income. For the three and six months ended June 30, 2025, the Company recognized other comprehensive gain (loss) for foreign currency
translation of $
Foreign Currency Transactions and Translation. Eightco’s functional currency is the United States Dollar (“USD”) and the Forever 8 subsidiaries have functional currencies in Euro (“EUR”), British Pound Sterling (“GBP”), and USD.
For the purpose of presenting these condensed consolidated financial statements, the reporting currency is USD. Forever 8 assets and liabilities are expressed in USDs at the exchange rate on the balance sheet date, equity accounts are translated at historical rates, and income and expense items are translated at the weighted average exchange rate during the period. The resulting translation adjustments are reported under accumulated other comprehensive income in the stockholders’ equity section of the balance sheets.
Transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at the end of the reporting periods. Exchange differences arising on the settlement of monetary items and on translation of monetary items at period-end are included in statement of comprehensive loss.
For the three months ended June 30, 2025, approximately
Exchange rates used for the translations are as follows:
| June 30, 2025 | December 31, 2024 | |||||||
| Spot | ||||||||
| USD to EUR | $ | $ | ||||||
| USD to GBP | $ | $ | ||||||
| June 30, 2025 | June 30, 2024 | |||||||
| Average | ||||||||
| USD to EUR | $ | $ | ||||||
| USD to GBP | $ | $ | ||||||
| 13 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
For the three and six months ended June 30, 2025, the Company had net losses and therefore excluded the dilutive effect of certain securities in its diluted EPS calculation. For the three and six months ended June 30, 2024, the Company had net income and therefore included the dilutive effect of certain securities in its diluted EPS calculation.
For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Weighted average shares outstanding – basic | ||||||||||||||||
| Warrants for noteholders and placement agents | ||||||||||||||||
| Warrants for equity investors | ||||||||||||||||
| Other shares to be issued | ||||||||||||||||
| Weighted average shares outstanding – diluted | $ | $ | $ | |||||||||||||
June 30, 2025 | ||||
| Convertible notes payable issued in acquisition of Forever 8 Fund, LLC | ||||
Warrants for equity investors | ||||
| Total common stock equivalents | ||||
| 14 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Deferred Financing Costs. Deferred financing costs include debt discounts and debt issuance costs related to a recognized debt liability and are presented in the balance sheet as a direct deduction from the carrying value of the debt liability. Amortization of deferred financing costs are included as a component of interest expense. Deferred financing costs are amortized using the straight-line method over the term of the recognized debt liability which approximates the effective interest method.
Income Taxes. The Company accounts for income taxes under the provisions of the FASB ASC Topic 740 “Income Taxes” (“ASC Topic 740”). The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the condensed consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s condensed consolidated financial statements as of June 30, 2025 and 2024. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of comprehensive income. The Company is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
Fair Value Measurements. The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 — quoted prices in active markets for identical assets or liabilities
Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions)
The
carrying amounts of the Company’s financial instruments, such as cash, accounts receivable, accounts payable and other current
liabilities approximate fair values due to the short-term nature of these instruments. The Company’s long-term debt consists of
$
Concentration
of Credit Risks. Financial
instruments that potentially subject the Company to concentrations of credit risk are cash equivalents and accounts receivable. Cash
and cash equivalents are invested in deposits with certain financial institutions and may, at times, exceed federally insured limits.
The Company has not experienced any significant losses on its deposits of cash and cash equivalents. In regard to trade receivables,
the Company performs ongoing evaluations of its customers’ financial condition as well as general economic conditions and, generally,
requires no collateral from its customers. On June 30, 2025, the amount due from two customers represented approximately
Leases. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Company has adopted ASU 2016-02 as of January 1, 2022. The adoption of the standard did not have a material impact on the balance sheet.
| 15 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recently Issued Accounting Pronouncements Adopted. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. The amendments in this Update improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in this Update retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption.
Recent Accounting Pronouncements. Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the Company’s condensed consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.
Segment Reporting. The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the Chairman and Chief Executive Officer (“CEO”) of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company’s primary revenue streams include inventory management solutions, until April 7, 2025, and the sale of corrugated packaging materials. Based on the CODM’s evaluation and internal reporting, until April 7, 2025, the Company had two reportable segments: Inventory Management Solutions and Corrugated Packaging Business. On April 7, 2025, the Company sold the assets of the Corrugated Packaging Business segment and as a result the Company will only have a single operating segment.
Reclassifications. Certain prior period amounts have been reclassified to conform to the current period presentation, including amounts related to the Corrugated Packaging Business, which was classified as a discontinued operations. These reclassifications had no impact on previously reported net income or stockholders’ equity.
| 16 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
3. GOING CONCERN
The
condensed consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize
its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has negative cash flows
from operations, incurred a loss since inception resulting in an accumulated deficit of $
As
of June 30, 2025, the Company had approximately $
The Company expects to need additional capital in order to increase revenues above current levels. Any additional equity financing, if available, may not be on favorable terms and would likely be significantly dilutive to the Company’s current stockholders, and debt financing, if available, may involve restrictive covenants. The Company’s ability to access capital when needed is not assured and, if not achieved on a timely basis, will likely have a materially adverse effect on its business, financial condition and results of operations. The Company raised capital in 2024 and will continue to look to reduce costs in 2025 and raise capital as required for its operations. These consolidated condensed financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern.
4. ACQUISITIONS AND DIVESTITURES
Discontinued Operations
On November 22, 2024, Eightco Holdings Inc. (the “Company”) entered into an Asset Purchase Agreement (the “APA”) to sell substantially all of the assets of its wholly owned subsidiary, Ferguson Containers, Inc., to a New Jersey limited liability company controlled by certain management employees of the Corrugated Packaging Business (the “Buyers”). This sale was completed on April 7, 2025 with an effective date of April 1, 2025. The following summarizes the transaction:
| April 1, | ||||
| 2025 | ||||
| Consideration: | ||||
| Cash | ||||
| Seller note | ||||
| Total consideration | $ | |||
| Assets Disposed: | ||||
| Cash and cash equivalents | $ | |||
| Accounts receivable, net | ||||
| Inventories | ||||
| Prepaid expenses and other current assets | ||||
| Property and equipment, net | ||||
| Total assets | $ | |||
| Less: assumed liabilities by the Buyers | ( | ) | ||
| Net assets disposed of in divestiture | $ | |||
| Gain on divestiture | $ | |||
As a result of the sale, the Company has classified the historical operations of Ferguson Containers as discontinued operations in the consolidated financial statements for all periods presented. Assets and liabilities associated with Ferguson Containers have been classified as “held for sale” as of December 31, 2024.
The following summarizes the components of the assets and liabilities from discontinued operations as of June 30, 2025 and December 31, 2024:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Property and equipment, net | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other current liabilities | ||||||||
| Income tax payable | ||||||||
| Deferred tax liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| 17 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
4. ACQUISITIONS AND DIVESTITURES (continued)
The following summarizes the components of net income from discontinued operations for the three and six months ended June 30, 2025 and 2024:
Three Months Ended June 30, |
||||||||
| 2025 | 2024 | |||||||
| Revenues | ||||||||
| Cost of revenues | ||||||||
| Gross profit: | ||||||||
| Operating expenses: | ||||||||
| Selling, general and administrative | ||||||||
| Restructuring and severance | ||||||||
| Operating income | ||||||||
| Other (expense) income: | ||||||||
| Interest (expense) | ||||||||
| Other income | ||||||||
| Total other income, net | ||||||||
| Income before income taxes | ||||||||
| Income tax benefit | ||||||||
| Net income from discontinued operations | $ | $ | ||||||
Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | ||||||||
| Cost of revenues | ||||||||
| Gross profit: | ||||||||
| Operating expenses: | ||||||||
| Selling, general and administrative | ||||||||
| Restructuring and severance | ||||||||
| Operating income | ||||||||
| Other (expense) income: | ||||||||
| Interest (expense) | ||||||||
| Other income | ||||||||
| Total other income, net | ||||||||
| Income before income taxes | ||||||||
| Income tax benefit | ||||||||
| Net income from discontinued operations | $ | $ | ||||||
The following summarizes the components of cash flows from discontinued operations for the six months ended June 30, 2025 and 2024:
For the Six Months Ended June 30, 2025 |
For the Six Months Ended June 30, 2024 |
|||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | ( |
) | ||||||
| Inventories | ( |
) | ( |
) | ||||
| Prepaid expenses and other current assets | ( |
) | ||||||
| Accounts payable | ( |
) | ( |
) | ||||
| Accrued expenses and other current liabilities | ( |
) | ||||||
| Income tax payable | ( |
) | ||||||
| Net cash provided by (used in) operating activities | ( |
) | ||||||
| Cash flows from investing activities: | ||||||||
| Repayments (proceeds) from/to Eightco Holdings, Inc. | ( |
) | ||||||
| Purchases of property and equipment | ( |
) | ( |
) | ||||
| Working capital cash transferred to Buyer | ( |
) | ||||||
| Net cash used in investing activities | ( |
) | ( |
) | ||||
| Net decrease in cash and cash equivalents | ( |
) | ( |
) | ||||
| Cash and cash equivalents, beginning of the period | ||||||||
| Cash and cash equivalents, end of the period | $ | $ | ||||||
As a result of this classification, prior period amounts have been reclassified to conform to the current period presentation.
| 18 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
5. RESTRUCTURING AND SEVERANCE
Restructuring and severance charges consist of the following for the three and six months ended June 30, 2025 and 2024, respectively:
For
the Three Months Ended | For
the Six Months Ended | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Severance expense | $ | $ | $ | $ | ||||||||||||
| Rent expense | ||||||||||||||||
| Total restructuring and severance | $ | $ | $ | $ | ||||||||||||
The changes in the carrying amount of restructuring and severance liabilities for the period from January 1, 2025 through June 30, 2025 consisted of the following:
| Balance, January 1, 2025 | $ | |||
| Additions and adjustments | ||||
| Payments and adjustments | ( | ) | ||
| Balance, June 30, 2025 | $ |
6. ACCOUNTS RECEIVABLE
Accounts receivable consist of the following at June 30, 2025 and December 31, 2024:
June 30, 2025 | December 31, 2024 | |||||||
| Trade accounts receivable | $ | $ | ||||||
| Less: allowance for credit losses | ( | ) | ||||||
| Total accounts receivable | ||||||||
| Less: accounts receivable – discontinued operations | ( | ) | ||||||
| Accounts receivable – continuing operations | $ | $ | ||||||
7. INVENTORIES
Inventories consist of the following at June 30, 2025 and December 31, 2024:
June 30, 2025 | December 31, 2024 | |||||||
| Raw materials | $ | $ | ||||||
| Finished goods | ||||||||
| Reserve for obsolescence | ( | ) | ( | ) | ||||
| Total inventories | ||||||||
| Less: inventories – discontinued operations | ( | ) | ||||||
| Inventories – continuing operations | $ | $ | ||||||
| 19 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
8. PREPAID EXPENSES AND OTHER CURRENT ASSETS
Other current assets consist of the following at June 30, 2025 and December 31, 2024:
| June 30, 2025 | December 31, 2024 | |||||||
| Advances for inventory purchases | $ | $ | ||||||
| Prepaid insurance | ||||||||
| Deposits | ||||||||
Escrow receivable | ||||||||
| Other | ||||||||
| Total other current assets | ||||||||
| Less: other current assets – discontinued operations | ( | ) | ||||||
| Other current assets – continuing operations | $ | $ | ||||||
9. LOAN HELD-FOR-INVESTMENT
Loan held-for-investment consist of the following at June 30, 2025 and December 31, 2024:
| June 30, 2025 | December 31, 2024 | |||||||
| Wattum Management Inc. – | $ | $ | ||||||
| Reichard Containers, LLC – | ||||||||
| Total loan held-for-investment | ||||||||
| Less: allowance for credit losses | ||||||||
| Other current assets – continuing operations | $ | $ | ||||||
Wattum Management Inc. is a non-controlling member of CW Machines, LLC, previously a related party, when CW Machines was doing business. The Wattum note is secured by assets of Wattum Management, Inc.
Reichard
Containers, LLC purchased the assets of Ferguson Containers, Inc. on April 7, 2025. The Reichard note is secured by assets of Reichard
Containers, LLC. The Reichard note is due on April 2035 and with monthly payments of $
Expected credit losses for loan held for investment are based on management’s assessment of credit risk associated with the loan, including consideration of factors such as the financial condition of the entity, historical payment behavior, and any collateral or guarantees provided. The Company determined it was not necessary to record an allowance for credit losses as of June 30, 2025 and December 31, 2024.
10. PROPERTY AND EQUIPMENT, NET
Property and equipment consist of the following at June 30, 2025 and December 31, 2024:
June 30, 2025 | December 31, 2024 | |||||||
| Building and building improvements | $ | $ | ||||||
| Equipment and machinery | ||||||||
| Furniture and fixtures | ||||||||
| Vehicles | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total property and equipment, net | ||||||||
| Less: property and equipment, net – discontinued operations | ( | ) | ||||||
| Property and equipment, net – continuing operations | $ | $ | ||||||
For
the three and six months ended June 30, 2025, depreciation expense was $
| 20 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
11. INTANGIBLE ASSETS, NET
Intangible assets consist of the following at June 30, 2025 and December 31, 2024:
| Useful Lives | June 30, 2025 | December 31, 2024 | ||||||||
| Customer relationships | $ | $ | ||||||||
| Developed technology | ||||||||||
| Trademarks and tradenames | ||||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||||
| Total intangible assets, net | $ | $ | ||||||||
For
the three and six months ended June 30, 2025, amortization expense was $
Amortization expense for the next five years is as follows:
| For the years ending December 31, | ||||
| 2025 (excluding the six months ended June 30, 2025) | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| $ | ||||
| 21 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
12. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consist of the following at June 30, 2025 and December 31, 2024:
June 30, 2025 | December 31, 2024 | |||||||
| Payroll and related benefits | $ | $ | ||||||
| Professional fees | ||||||||
| Accrued interest | ||||||||
| Accrued rent | ||||||||
| Accrued other taxes | ||||||||
| Other | ||||||||
| Total accrued expenses and other current liabilities | ||||||||
| Less: accrued expenses and other current liabilities – discontinued operations | ( | ) | ||||||
| Accrued expenses and other current liabilities – continuing operations | $ | $ | ||||||
| Less: Accrued expenses and other current liabilities – related parties | ||||||||
| Accrued expenses and other current liabilities | ||||||||
13. DUE TO AND FROM FORMER PARENT
As
of June 30, 2025 and December 31, 2024, the amount due to Vinco consists of net amounts
related to management fees and borrowings for working capital and financing needs of Eightco as well as other operating expenses that
were paid for on behalf of one to the other. As of June 30, 2025 and December 31, 2024,
the net amount due to Former Parent was $
| June 30, 2025 | December 31, 2024 | |||||||
| Lines of credit % - % | $ | $ |
For the three and six months ended June 30, 2025, interest expense under lines of credit was $ and $, respectively. For the three and six months ended June 30, 2024, interest expense under lines of credit was $ and $, respectively.
The lines of credit are collateralized by the inventory of the Company.
| 22 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
15. LINES OF CREDIT – RELATED PARTIES
Principal due under the lines of credit – related parties was as follows at June 30, 2025 and December 31, 2024:
| June 30, 2025 | December 31, 2024 | |||||||
| Lines of credit | $ | $ | ||||||
For
the three and six months ended June 30, 2025, interest expense under lines of credit – related parties was $
The lines of credit – related parties are collateralized by the inventory of the Company.
16. CONVERTIBLE NOTES PAYABLE
During
2023, the Company had two senior secured convertible notes outstanding with an accredited investor (the “Note Investor”):
a note issued in January 2022 with an original principal amount of $
For
the three and six months ended June 30, 2024, interest expense under convertible notes payable was $
No convertible notes or related instruments were outstanding as of June 30, 2025 with the Note Investor.
| 23 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
17. CONVERTIBLE NOTES PAYABLE – RELATED PARTIES
The convertible notes payable, related party were issued as part of consideration for the acquisition of Forever 8. The discount was calculated based on the fair value of the instrument as of October 1, 2022. Principal due under the convertible note payable – related parties was as follows at June 30, 2025 and December 31, 2024:
| June 30, 2025 | December 31,2024 | |||||||
| Notes payable, | $ | $ | ||||||
| Less: current portion | ||||||||
| Notes payable, long-term potion | $ | $ | ||||||
| Less: debt discount | ||||||||
| Notes payable, long-term portion, net | $ | $ | ||||||
For
the three and six months ended June 30, 2025, interest expense under convertible notes payable – related parties was $
18. INCOME TAXES
Eightco Holdings Inc. is taxed as a corporation and pays corporate federal, state and local taxes on income.
Forever
8 Fund, LLC, BlockHiro, LLC and Cryptyde Shared Services, LLC are limited liability companies which are disregarded entities for income
tax purposes and are owned
CW
Machines, LLC is a limited liability company for income tax purposes and is owned
Ferguson Containers is taxed as a corporation and pays corporate federal, state and local taxes on income.
Forever 8 UK Ltd. is taxed as a corporation and pays foreign taxes on income.
F8 Fund EU Holdings BV is taxed as a corporation and pays foreign taxes on income.
For
the three and six months ended June 30, 2025, income tax (benefit) expense was $ and $(
There
are
The Company files U.S. income tax returns and a state income tax return. With few exceptions, the U.S. and state income tax returns filed for the tax years ending on December 31, 2021 and thereafter are subject to examination by the relevant taxing authorities.
As
of June 30, 2025, the Company had a net operating loss carryforward for federal income tax
purposes of approximately $
| 24 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
19. STOCKHOLDERS’ EQUITY
ATM Agreement
On
April 25, 2024, the Company entered into an At-The-Market Issuance Sales Agreement (the “ATM Agreement”) with Univest Securities,
LLC, as the sales agent (the “Agent”), pursuant to which the Company may offer and sell, from time to time through or to
the Agent, as sales agent or principal, shares of common stock having an aggregate offering price of up to $
The
Company will pay the Agent a commission of 3% of the aggregate gross sales prices of the shares of common stock under the ATM Agreement.
The Company will also reimburse the Agent for fees and disbursements of counsel to the Agent in an amount not to exceed $
The Company intends to use the net proceeds from the sale of shares of common stock pursuant to the ATM Agreement for working capital and general corporate purposes.
The ATM Agreement may be terminated (i) by the Company at any time in its sole discretion by giving five days’ written notice to the Agent or (ii) by the Agent, at any time in its sole discretion by giving written notice to the Company.
Since
entering the agreement through June 30, 2025, the Company had sold shares of common stock for net proceeds of $
Common stock issuances during the six months ended June 30, 2025:
On January 21, 2025, the Company issued shares
of common stock value at $
On March 31, 2025, the Company
issued shares of common stock valued at $
There were no issuances of common stock during the three months ended June 30, 2025.
As of June 30, 2025 and December 31, 2024, the Company had and issued and outstanding shares of Common Stock, respectively.
As of June 30, 2025 and December 31, 2024, the Company had issued and outstanding shares of Series A Preferred Stock, respectively.
20. COMMITMENTS AND CONTINGENCIES
Operating Leases. The Company leases certain office space from an entity affiliated through common ownership under an operating lease agreement on a month-to-month basis. The Company has elected not to recognize right-of-use assets and lease liabilities arising from short-term leases.
For
the three and six months ended June 30, 2025, rent expense was $
| 25 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
21. SEGMENTING REPORTING
The Company’s principal operating segments coincide with the types of products to be sold. The products from which revenues are derived are consistent with the reporting structure of the Company’s internal organization. On April 7, 2025, the Company sold the assets of the Corrugated Packaging Business segment and as a result the Company will only have a single operating segment. The Company’s chief operating decision maker has been identified as the Chairman and CEO, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company.
Segment information is presented based upon the Company’s management organization structure as of June 30, 2025 and the distinctive nature of each segment. Future changes to this internal financial structure may result in changes to the reportable segments disclosed. There are no inter-segment revenue transactions and, therefore, revenues are only to external customers.
The CODM evaluates segment performance based on net revenues, cost of revenues, gross profit, and selling, general and administrative expenses. These items are reviewed by segment. Depreciation and amortization is also monitored by management and presented below. Certain other costs, such as interest expense, other income (expense), and income taxes, are managed on a consolidated basis and not allocated to segments.
Segment operating profit is determined based upon internal performance measures used by the chief operating decision maker. The Company derives the segment results from its internal management reporting system. The accounting policies the Company uses to derive reportable segment results are the same as those used for external reporting purposes.
Segment operating income excludes certain corporate costs that are not allocated to segments, including corporate-level general and administrative expenses and unallocated shared services. These items are disclosed separately as “Corporate.”
Management measures the performance of each reportable segment based upon several metrics, including net revenues, gross profit and operating loss. Management uses these results to evaluate the performance of, and to assign resources to, each of the reportable segments.
The Company does not allocate impairment charges, interest expense, income taxes, or other non-operating income or expenses to segments. Segment asset information is disclosed where reviewed by the CODM.
| 26 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
21. SEGMENTING REPORTING (continued)
Segment information available with respect to these reportable business segments for the three and six months ended June 30, 2025 and 2024 was as follows:
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues: | ||||||||||||||||
| Inventory Management Solutions | $ | $ | $ | $ | ||||||||||||
| Corrugated | ||||||||||||||||
| Total segment and consolidated revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues: | ||||||||||||||||
| Inventory Management Solutions | $ | $ | $ | $ | ||||||||||||
| Corrugated | ||||||||||||||||
| Total segment and consolidated cost of revenues | $ | $ | $ | $ | ||||||||||||
| Gross profit: | ||||||||||||||||
| Inventory Management Solutions | $ | $ | $ | $ | ||||||||||||
| Corrugated | ||||||||||||||||
| Total segment and consolidated gross profit | $ | $ | $ | $ | ||||||||||||
| Income (loss) from operations: | ||||||||||||||||
| Inventory Management Solutions | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Corrugated | ||||||||||||||||
| Corporate | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total segment and consolidated loss from operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Depreciation and amortization: | ||||||||||||||||
| Inventory Management Solutions | $ | $ | $ | $ | ||||||||||||
| Corrugated | ||||||||||||||||
| Total segment and consolidated depreciation and amortization | $ | $ | $ | $ | ||||||||||||
| Revenues by geography: | ||||||||||||||||
| North America | $ | $ | $ | $ | ||||||||||||
| Europe | ||||||||||||||||
| Total geography and consolidated revenues | $ | $ | $ | $ | ||||||||||||
| Segment capital expenditures: | ||||||||||||||||
| Inventory Management Solutions | $ | $ | $ | $ | ||||||||||||
| Corrugated | ||||||||||||||||
| Corporate | ||||||||||||||||
| Total segment and consolidated capital expenditures | $ | $ | $ | $ | ||||||||||||
| Segment total assets: | ||||||||||||||||
| Inventory Management Solutions | $ | $ | $ | $ | ||||||||||||
| Corrugated | ||||||||||||||||
| Corporate | ||||||||||||||||
| Total segment and consolidated assets | $ | $ | $ | $ | ||||||||||||
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22. SUBSEQUENT EVENTS
On July 2, 2025, subsequent to the end of the reporting period, the U.S. Congress enacted the Taxpayer Fairness and Growth Act of 2025, which includes significant amendments to the Internal Revenue Code. Key provisions include:
| ● | Limitations on the deductibility of certain interest and R&D expenses; | |
| ● | Modifications to the the foreign-derived intangible income (“FDII “) and global intangible low-taxed income (“GILTI”) regimes. |
The Company is currently evaluating the impact of the legislation on its consolidated financial statements, including deferred tax assets and liabilities. Because the enactment occurred after the end of the reporting period and before issuance of these financial statements, the effects have not been recognized in the accompanying condensed consolidated financial statements as of and for the period ended June 30, 2025, consistent with ASC 740 and ASC 855. The Company expects the corporate rate reduction to have a favorable impact on its effective tax rate beginning in fiscal 2026. However, remeasurement of deferred tax balances and the application of new limitations may result in non-cash tax charges in future periods. The Company will continue evaluating the impact and recognize any required adjustments in the period of enactment.
On August 5, 2025, the Company, entered into a Forfeiture and Release Agreement with Ridgewood LLC. Pursuant to the agreement, Ridgewood irrevocably forfeited and relinquished all of its rights, title, and interest in the following instruments:
| ● | Certificate No. 6 representing Preferred Units in Forever 8 Fund, LLC which were cancelled previously; and | |
| ● | A
Convertible Promissory Note dated October 1, 2022, originally issued by the Company in favor
of Ridgewood, with a original principal amount of $ |
As a result of the agreement, Ridgewood has no further rights or claims to payments, distributions, conversions, liquidation preferences, or redemptions under the Preferred Units or the Convertible Note. The agreement also provides that Ridgewood has no current or future obligations or liabilities to Eightco Holdings Inc. or Forever 8 Fund, LLC related to the forfeited instruments.
The
Company is currently evaluating the accounting implications of the forfeiture, including any potential gain recognition or reversal
of previously recorded liabilities, which will be reflected in the financial statements in the period in which the assessment is
completed. The Company expected to recognize a gain of approximately $
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
As explained above, unless otherwise indicated, the terms “we,” “us,” “our,” “our Company,” and “the Company” refer to Eightco Holdings Inc., together with its consolidated subsidiaries. The following discussion and analysis of the Company’s financial condition and results of operations should be read together with the Company’s financial statements and related notes appearing elsewhere in this Quarterly Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to the Company’s plans and strategy for the Company’s business and related financing, includes forward-looking statements involving risks and uncertainties and should be read together with the “Cautionary Note Regarding Forwarding- Looking Statements” section of this Quarterly Report. Such risks and uncertainties could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Overview
As used herein, “Eightco” and the “Company” refer to Eightco Holdings Inc. and subsidiaries and/or where applicable, its management, a Delaware corporation originally incorporated on September 21, 2021 (date of inception) under the laws of the State of Nevada. On March 9, 2022, the Company converted to a Delaware corporation pursuant to a plan of conversion entered into with the Former Parent. On April 4, 2023, the Company changed its name to Eightco Holdings Inc. from Cryptyde, Inc. and its stock symbol to “OCTO.” The Company is comprised of three main businesses, Forever 8 Inventory Cash Flow Solution, our Web3 Business, which includes the sale of BTC mining hardware, and our Packaging Business. Our Inventory Solution Business, Forever 8 Fund, LLC, a Delaware limited liability company focused on purchasing inventory for e-commerce retailers, which we acquired on October 1, 2022 (“Forever 8”). We no longer intend to generate revenue from our Web 3 Business. Additionally, on April 7, 2025, we sold the assets that comprised the Packaging Business and we no longer intend to generate revenue from such business
On June 29, 2022, the Company separated from its former parent company, Vinco Ventures Inc. (“Vinco”). As previously announced, we concluded a spin-off from Vinco (the “Separation”) and continue operating our Web3 Business, our BTC Mining Hardware Business and our Packaging Business. The Separation occurred concurrently with the distribution (the “Distribution”) of our common stock to stockholders of Vinco as of May 18, 2022 (the “Record Date”) at a ratio of one share of our common stock for every ten shares of Vinco common stock held by the Vinco stockholders. Following the Separation, we are an independent, publicly traded company, and Vinco retains no ownership interest in our Company.
In connection with the Separation, we entered into a Separation and Distribution Agreement and other agreements with Vinco to effect the Separation and provide a framework for our relationship with Vinco after the Separation. These agreements provide for the allocation between us and our subsidiaries, on the one hand, and Vinco and its subsidiaries, on the other hand, of the assets, liabilities, legal entities, and obligations associated with the Eightco Businesses, on the one hand, and Vinco’s other current businesses, on the other hand, and govern the relationship between our Company and our subsidiaries, on the one hand, and Vinco and its subsidiaries, on the other hand, following the Separation. In addition to the Separation and Distribution Agreement, the other principal agreements entered into with Vinco include a Tax Matters Agreement and certain commercial agreements.
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Recent Financings
February 2024 Private Placement
On February 26, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Investors”), pursuant to which the Company sold to the Investors an aggregate of 865,856 shares (the “Shares”) of the Company’s common stock at a purchase price of $0.82 per Share (the “Private Placement”). The Company received aggregate gross proceeds from the Private Placement of approximately $0.71 million. The Shares are being offered and sold in reliance on the exemption from registration under the Securities Act of 1933, as amended, provided by Section 4(a)(2) and Regulation D promulgated thereunder for transactions not involving a public offering.
The Purchase Agreement contains representations and warranties of the Company and the Investors that are typical for transactions of this type. The Purchase Agreement also contains covenants on the part of the Company that are typical for transactions of this type.
Series A Financing
On May 30, 2023, Forever 8 (the “Borrower”) entered into a Loan and Security Agreement (the “Agreement”) with several individuals, financial institutions and entities as lenders. Under the terms of the Agreement, each lender will severally (and not jointly) make available to Borrower, in an amount not to exceed its respective Commitment, a Loan Advance amount to be determined by the lender (as such amount may be increased, the “Aggregate Commitment”) in the aggregate, of which (x) a certain amount will be deposited into an account of the Borrower in accordance with its written instructions (the “Initial Loan Advance”) and (y) the remaining balance of the Aggregate Commitment after deducting the Initial Loan Advance shall be deposited into the Escrow Account (the “Escrow Funds”). The Borrower may, at any time, request an advance for all or a portion of the Escrow Funds (each such advance, a “Subsequent Draw”).
The Borrower issued a Promissory Note to each of the lenders in the amount of the lender’s respective Initial Loan Advance. The principal balance of the Initial Loan Advance and each Subsequent Draw shall bear interest thereon from the Closing Date and applicable Advance Date, respectively, at 15.00% per annum. The Borrower shall pay each lender, according to its Applicable Percentage, an unused commitment fee on the actual daily amount of the Unused Commitment Amount during the immediately preceding calendar quarter at the rate of five percent (5.00%) per annum (the “Unused Commitment Fee”). In the event any payment is not paid on or within five (5) Business Days of the scheduled payment date, an amount equal to two percent (2.00%) of the past due amount shall be payable on demand, in addition to interest accruing. In addition, upon the occurrence and during the continuation of an Event of Default hereunder, the Initial Loan Advance and all Subsequent Draws, including principal, interest, compounded interest, and professional fees thereupon, shall upon the election of the lenders, bear interest at the Interest Rate, plus five (5) percentage points. In the event any interest is not paid when due hereunder, delinquent interest shall be added to principal and shall bear interest on interest, compounded.
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As security for the prompt and complete payment when due (whether on the payment dates or otherwise) of all the Secured Obligations, Borrower granted to the lenders a security interest in all of Borrower’s right, title, and interest in and to all Inventory or Equipment and machinery, in each case, purchased (or refinanced) with the proceeds of the Initial Loan Advance and any Subsequent Draw, and, to the extent not otherwise included, all Proceeds of each of the foregoing and all products, additions, increases and accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing.
As of the date of this filing, $2,375,000 has been committed by the lenders.
Series B Financing
On October 6, 2023, the Borrower entered into a Series B Loan and Security Agreement (the “Series B Agreement”) with an individual as lender. Under the terms of the Series B Agreement, the lender will make available to Borrower, in an amount not to exceed its respective Commitment, a Loan Advance amount to be determined by the lender (as such amount may be increased, the “Aggregate Commitment”) in the aggregate, of which (x) a certain amount will be deposited into an account of the Borrower in accordance with its written instructions (the “Initial Loan Advance”) and (y) the remaining balance of the Aggregate Commitment after deducting the Initial Loan Advance shall be deposited into the Escrow Account (the “Escrow Funds”). The Borrower may, at any time, request a Subsequent Draw for all or a portion of the Escrow Funds.
The Borrower issued a Promissory Note to the lender in the amount of the lender’s Initial Loan Advance. The principal balance of the Initial Loan Advance and each Subsequent Draw shall bear interest thereon from the Closing Date and applicable Advance Date, respectively, at 15.00% per annum. The Borrower shall pay the lender, according to its Applicable Percentage, an Unused Commitment Fee on the actual daily amount of the Unused Commitment Amount during the immediately preceding calendar quarter at the rate of five percent (5.00%) per annum. In the event any payment is not paid on or within five (5) Business Days of the scheduled payment date, an amount equal to two percent (2.00%) of the past due amount shall be payable on demand, in addition to interest accruing. In addition, upon the occurrence and during the continuation of an Event of Default hereunder, the Initial Loan Advance and all Subsequent Draws, including principal, interest, compounded interest, and professional fees thereupon, shall upon the election of the lender, bear interest at the Interest Rate, plus five (5) percentage points. In the event any interest is not paid when due hereunder, delinquent interest shall be added to principal and shall bear interest on interest, compounded.
As security for the prompt and complete payment when due (whether on the payment dates or otherwise) of all the Secured Obligations, Borrower granted to the lender a security interest in all of Borrower’s right, title, and interest in and to all Inventory or Equipment and machinery, in each case, purchased (or refinanced) with the proceeds of the Initial Loan Advance and any Subsequent Draw, and, to the extent not otherwise included, all Proceeds of each of the foregoing and all products, additions, increases and accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing.
From October 12, 2023, through February 26, 2024, the Borrower entered into Lender Joinder Agreements (the “Joinder Agreement”) with several individuals and entities as subsequent lenders. Under the terms of the Joinder Agreement, the subsequent lenders agreed to become a lender and be bound by the terms of the Series B Agreement as a lender pursuant to the Series B Agreement.
As of the date of this filing, $175,000 has been committed by the lender and subsequent lenders.
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Series C Financing
On October 19, 2023, the Borrower entered into a Series C Loan and Security Agreement (the “Series C Agreement”) with an individual as lender. Under the terms of the Series C Agreement, the lender will make available to Borrower, in an amount not to exceed its Commitment, a Loan Advance amount to be determined by the lender (as such amount may be increased, the “Aggregate Commitment”) in the aggregate, of which (x) a certain amount will be deposited into an account of the Borrower in accordance with its written instructions (the “Initial Loan Advance”) and (y) the remaining balance of the Aggregate Commitment after deducting the Initial Loan Advance shall be deposited into the Escrow Account (the “Escrow Funds”). The Borrower may, at any time, request a Subsequent Draw for all or a portion of the Escrow Funds.
The Borrower issued a Promissory Note to the lender in the amount of the lender’s Initial Loan Advance. The principal balance of the Initial Loan Advance and each Subsequent Draw shall bear interest thereon from the Closing Date and applicable Advance Date, respectively, at 18.00% per annum. The Borrower shall pay the Lender, according to its Applicable Percentage, an Unused Commitment Fee on the actual daily amount of the Unused Commitment Amount during the immediately preceding calendar quarter at the rate of five percent (5.00%) per annum. In the event any payment is not paid on or within five (5) Business Days of the scheduled payment date, an amount equal to two percent (2.00%) of the past due amount shall be payable on demand, in addition to interest accruing. In addition, upon the occurrence and during the continuation of an Event of Default hereunder, the Initial Loan Advance and all Subsequent Draws, including principal, interest, compounded interest, and professional fees thereupon, shall upon the election of the lender, bear interest at the Interest Rate, plus five (5) percentage points. In the event any interest is not paid when due hereunder, delinquent interest shall be added to principal and shall bear interest on interest, compounded.
As security for the prompt and complete payment when due (whether on the payment dates or otherwise) of all the Secured Obligations, Borrower granted to the lender a security interest in all of Borrower’s right, title, and interest in and to all Inventory or Equipment and machinery, in each case, purchased (or refinanced) with the proceeds of the Initial Loan Advance and any Subsequent Draw, and, to the extent not otherwise included, all Proceeds of each of the foregoing and all products, additions, increases and accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing.
As of the date of this filing, $7,225,000 has been committed by the lender.
Series D Financing
On March 15, 2024, the Borrower entered into the Series D Loan and Security Agreement (the “Series D Agreement”), with the lenders party thereto from to time for an amount of up to $5,000,000.
In connection with the Series D Agreement, on March 15, 2024, Forever 8 also entered into a Subordination Agreement (the “Subordination Agreement”) with each of the lenders, the several individuals, financial institutions or entities from time to time party thereto (collectively, the “Senior Lenders”) and the collateral agent for the Senior Lenders. Forever 8 additionally entered into an Intercreditor Agreement (the “Intercreditor Agreement”) with the lenders party thereto and the collateral agent for such lenders. As of the date of this filing, a total of $0 has been committed by the lender.
May 2023 Debt Exchange
On May 30, 2023, the Borrower entered into a Debt Exchange Agreement (the “Debt Agreement”) with two Lenders for funds advanced to the Borrower pursuant to secured promissory notes (the “Old Notes”), executed by the Borrower in favor of the Lenders during 2021. Under the terms of the Debt Agreement, the Old Notes were exchanged for new Notes (“New Notes”) as per the terms of the Loan and Security Agreement dated May 30, 2023. The principal of the New Notes issued under the Debt Agreement is $1,650,000.
March 2023 Offering
On March 15, 2023, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Hudson Bay Master Fund Ltd. (“Hudson Bay”) for the issuance and sale of a Senior Secured Convertible Note with an initial principal amount of $5,555,000 (the “Hudson Note”) at a conversion price of $6.245 per share of the Company’s common stock, and a warrant (the “Hudson Warrant”) to purchase up to 889,512 shares of Common Stock with an initial exercise price of $6.245 per share of Common Stock (the “Private Placement”). The purchase price of the Hudson Note and the Hudson Warrant is $5 million.
The entire outstanding principal balance on the Hudson Note and any outstanding fees or interest was due and payable in full on January 15, 2024 (“Maturity Date”). The Hudson Note did not bear interest, provided, however, that the Hudson Note would bear interest at 18% per annum upon the occurrence of an event of default. The Hudson Note was paid in full on February 26, 2024. Additionally, the Company redeemed all of the Hudson Warrants for $660,000 on October 23, 2023. Palladium Capital Group, LLC acted as placement agent for the Private Placement. For the acting as placement agent in the Private Placement, the Placement Agent received (i) cash compensation of $400,000 (8% of the gross proceeds to the Company) and (ii) a warrant to purchase up to 71,161 shares of Common Stock (8% of the shares of Common Stock underlying the Hudson Note).
The Company repaid the full amount under the Hudson Note and redeemed the Hudson Warrant in 2024. See “Note 16 – Convertible Note Payable” in the accompanying financial statements for further information.
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Critical Accounting Policies and Significant Judgments and Estimates
There have been no changes to our critical accounting policies during the three and six months ended June 30, 2025. Critical accounting policies and the significant accounting estimates made in accordance with such policies are regularly discussed with the Audit Committee of the Company’s board of directors. Those policies are discussed under “Critical Accounting Policies” in our “Management’s Discussion and Analysis of the Financial Condition and Results of Operations” included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, as well as in our consolidated financial statements and the footnotes thereto, included in the Annual Report on Form 10-K.
Key Components of our Results of Operations
Revenues
We generate the majority of our revenues from inventory financing through our wholly owned subsidiary, Forever 8.
Cost of Revenues
Our cost of revenues includes inventory costs, materials and supplies costs, internal labor costs and related benefits, subcontractor costs, depreciation, overhead and shipping and handling costs. In 2022, we incurred costs related to the purchase and resale of Bitcoin mining equipment through CW Machines, LLC. We no longer anticipate purchasing and reselling Bitcoin mining equipment.
Selling, General and Administrative Expenses
Selling, general and administrative expenses consist of selling, marketing, advertising, payroll, administrative, finance and professional expenses.
Restructuring and Severance Expenses
Restructuring and severance expenses consist of costs associated with organizational changes, including employee severance payments, benefits continuation, contract terminations, asset impairments, and other expenses related to restructuring initiatives.
Interest Expense and Income, Net
Interest expense includes the cost of our borrowings under our debt arrangements. Interest income includes the interest earned under our notes receivable.
Gain on Divestiture
Gain on divestiture includes the gain recognized related to the sale of the assets of Ferguson Containers, Inc.
Gain on Extinguishment of Liabilities
Gain on extinguishment of liabilities includes the gain recognized related to the write-down of liabilities due to settlements.
Other Income
Other income includes the interest income received from the Wattum Note and Reichard Containers Note.
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Results of Operations
Three Months Ended June 30, 2025 versus Three Months Ended June 30, 2024
The following table sets forth information comparing the components of net (loss) income from continuing operations for the three months ended June 30, 2025 and 2024:
Three Months Ended June 30, | Period over Period Change | |||||||||||||||
| 2025 | 2024 | $ | % | |||||||||||||
| Revenues, net | $ | 7,578,646 | $ | 5,283,593 | $ | 2,295,053 | 43.44 | % | ||||||||
| Cost of revenues | 6,333,350 | 3,959,810 | 2,373,540 | 59.94 | % | |||||||||||
| Gross profit | 1,245,296 | 1,323,783 | (78,487 | ) | -5.93 | % | ||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general and administrative | 2,451,832 | 2,191,948 | 259,884 | 11.86 | % | |||||||||||
| Restructuring and severance | - | - | - | 0.00 | % | |||||||||||
| Operating loss | (1,206,536 | ) | (868,165 | ) | (338,371 | ) | 38.98 | % | ||||||||
| Other (expense) income: | ||||||||||||||||
| Interest income (expense) | (1,276,726 | ) | (1,323,594 | ) | 46,868 | -3.54 | % | |||||||||
| Gain on divestiture | 1,231,774 | - | 1,231,774 | 100.00 | % | |||||||||||
| Gain on extinguishment of liabilities | - | 6,497,193 | (6,497,193 | ) | -100.00 | % | ||||||||||
| Other income | 81,969 | 28,137 | 53,832 | 191.32 | % | |||||||||||
| Total other income (expense), net | 37,017 | 5,201,736 | (5,164,719 | ) | -99.29 | % | ||||||||||
| Income (loss) before income taxes | (1,169,519 | ) | 4,333,571 | (5,503,090 | ) | -126.99 | % | |||||||||
| Income tax expense (benefit) | - | - | - | 0.00 | % | |||||||||||
| Net income (loss) from continuing operations | (1,169,519 | ) | 4,333,571 | (5,503,090 | ) | -126.99 | % | |||||||||
| Net income (loss) from discontinued operations | - | 115,321 | (115,321 | ) | -100.00 | % | ||||||||||
| Net income (loss) | $ | (1,169,519 | ) | $ | 4,448,892 | $ | (5,618,411 | ) | $ | -126.29 | % | |||||
Revenue
For the three months ended June 30, 2025, revenues increased by $2,295,053 or 43.44%, as compared to the three months ended June 30, 2024. The increase was attributable to increased demand from our customers due to increased sales to end users.
Cost of Revenues
For the three months ended June 30, 2025, cost of revenues increased by $2,373,540 or 59.94%, as compared to the three months ended June 30, 2024. The increase was largely attributable to the increase in revenues as well as the mix of products sold being lower margin.
Gross Profit
For the three months ended June 30, 2025, gross profit decreased by $78,487 or 5.93%, as compared to the three months ended June 30, 2024. The decrease was largely attributable to lower margin product sales.
Operating Expenses
Selling, general and administrative expenses were $2,451,832 and $2,191,948 for the three months ended June 30, 2025 and 2024, respectively, representing an increase of $259,884, or 11.86%. The increase was largely attributable to an increase in selling costs related to increased revenues.
Interest Expense
Interest expense was $1,276,726, for the three months ended June 30, 2025, versus $1,323,594 for the three months ended June 30, 2024. The decrease in interest expense was largely attributable to lower average borrowings under the lines of credit.
Gain on extinguishment of liabilities
Gain on extinguishment of liabilities was $0 for the six months ended June 30, 2025 versus $6,497,193 for the six months ended June 30, 2024.
Income tax expense
Income tax (benefit) expense was $0 and $0 for the three months ended June 30, 2025 and 2024, respectively. The Company has significant net operating loss carryforwards and is able to apply for R&D credits.
Net income (loss)
Net income (loss) was $(1,169,519) for the three months ended June 30, 2025, versus $4,448,892 for the three months ended June 30, 2024. The decrease in net income was largely attributable the Company’s prior recognition of the gain on extinguishment of liabilities.
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Six Months Ended June 30, 2024 versus Six Months Ended June 30, 2023
The following table sets forth information comparing the components of net (loss) income for the six months ended June 30, 2025 and 2024:
| Six months Ended June 30, | Period over Period Change | |||||||||||||||
| 2025 | 2024 | $ | % | |||||||||||||
| Revenues, net | $ | 17,492,633 | $ | 13,242,290 | $ | 4,250,343 | 32.10 | % | ||||||||
| Cost of revenues | 15,434,078 | 10,529,497 | 4,904,581 | 46.58 | % | |||||||||||
| Gross profit | 2,058,555 | 2,712,793 | (654,238 | ) | -24.12 | % | ||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general and administrative | 4,681,257 | 5,319,891 | (638,634 | ) | -12.00 | % | ||||||||||
| Restructuring and severance | - | 1,414,838 | (1,414,838 | ) | -100.00 | % | ||||||||||
| Impairment | - | - | - | 0.00 | % | |||||||||||
| Total operating expenses | 4,681,257 | 6,734,729 | (2,053,472 | ) | -30.49 | % | ||||||||||
| Operating (loss) income | (2,622,702 | ) | (4,021,936 | ) | 1,399,234 | -34.79 | % | |||||||||
| Other (expense) income: | ||||||||||||||||
| Interest (expense) | (2,565,530 | ) | (2,522,365 | ) | (43,165 | ) | 1.71 | % | ||||||||
| Gain on divestiture | 1,231,774 | - | 1,231,774 | 100.00 | % | |||||||||||
| Gain on extinguishment of liabilities | - | 6,497,193 | (6,497,193 | ) | -100.00 | % | ||||||||||
| Gain on forgiveness of earnout | - | 6,100,000 | (6,100,000 | ) | -100.00 | % | ||||||||||
| Other income | 103,867 | 54,814 | 49,053 | 89.49 | % | |||||||||||
| Total other income (expense), net | 1,229,889 | 10,129,642 | (8,899,753 | ) | -87.86 | % | ||||||||||
| Income (loss) before income taxes | (3,852,591 | ) | 6,107,706 | (9,960,297 | ) | -163.08 | % | |||||||||
| Income tax expense (benefit) | (28,793 | ) | - | (28,793 | ) | -100.00 | % | |||||||||
| Net income (loss) from continuing operations | (3,823,798 | ) | 6,107,706 | (9,931,504 | ) | -162.61 | % | |||||||||
| Net income (loss) from discontinued operations | 105,553 | 282,149 | (176,596 | ) | -62.49 | % | ||||||||||
| Net income (loss) | $ | (3,718,245 | ) | $ | 6,389,855 | $ | (10,108,100 | ) | $ | -158.19 | % | |||||
Revenue
For the six months ended June 30, 2025, revenues increased by $4,250,343 or 32.10%, as compared to the six months ended June 30, 2024. The increase was attributable to increased demand from our customers due to increased sales to end users.
Cost of Revenues
For the six months ended June 30, 2025, cost of revenues increased by $4,904,581 or 46.58%, as compared to the six months ended June 30, 2024. The increase was largely attributable to the increase in revenues as well as the mix of products sold being lower margin.
Gross Profit
For the six months ended June 30, 2025, gross profit decreased by $654,238 or 24.12%, as compared to the six months ended June 30, 2024. The decrease was largely attributable to lower margin product sales.
Operating Expenses
Selling, general and administrative expenses were $4,581,257 and $5,319,891 for the six months ended June 30, 2025 and 2024, respectively, representing a decrease of $738,634, or 12.00%. The decrease was largely attributable to decreases in professional fees.
Restructuring and severance
Selling, general and administrative expenses were $0 and $1,414,838 for the six months ended June 30, 2025 and 2024, respectively, representing an decrease of $1,414,838, or 100.00%. The decrease was attributable to executing on the restructuring plan and reducing costs within the business.
Interest Expense
Interest expense was $2,565,530, for the six months ended June 30, 2025, versus $2,522,365 for the six months ended June 30, 2024. The increase in interest expense was largely attributable to higher average borrowings under the lines of credit.
Gain on forgiveness of earnout
Gain on forgiveness of earnout was $0 for the six months ended June 30, 2025 versus $6,100,000 for the six months ended June 30, 2024. The full amount of the earnout rights were forgiven in 2024.
Gain on extinguishment of liabilities
Gain on extinguishment of liabilities was $0 for the six months ended June 30, 2025 versus $6,497,193 for the six months ended June 30, 2024.
Income tax expense
Income tax (benefit) expense was $(28,793) and $0 for the six months ended June 30, 2025 and 2024, respectively. The Company has significant net operating loss carryforwards and is able to apply for R&D credits.
Net income (loss)
Net income (loss) was $(3,718,245) for the six months ended June 30, 2025, versus $6,389,855 for the six months ended June 30, 2024. The decrease in net income was largely attributable the Company’s prior recognition of the gain on extinguishment of liabilities and gain on forgiveness of earnout.
Liquidity and Capital Resources
As reflected in the accompany financial statements for the six months ended June 30, 2025, the Company had net loss of $3.6 million and as of June 30, 2025, had stockholders’ equity of $8.6 million and approximately $0.7 million in cash and cash equivalents as compared to $0.2 million at December 31, 2024. The Company expects that its current cash and cash equivalents are not sufficient to support its projected operating requirements for at least the next 12 months from this date. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued.
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The Company expects to need additional capital in order to maintain revenues at current levels. Any additional equity financing, if available, may not be on favorable terms and would likely be significantly dilutive to the Company’s current stockholders, and debt financing, if available, may involve restrictive covenants. The Company’s ability to access capital when needed is not assured and, if not achieved on a timely basis, will likely have a materially adverse effect on our business, financial condition and results of operations.
Cash Flows
Since inception, Eightco and its subsidiaries have primarily used its available cash to fund its operations. The following table sets forth a summary of cash flows for the periods presented:
For
the Six Months Ended | ||||||||
| 2025 | 2024 | |||||||
| Cash (used in) provided by: | ||||||||
| Operating Activities | $ | 340,614 | $ | (1,163,566 | ) | |||
| Investing Activities | 397,759 | (5,881 | ) | |||||
| Financing Activities | (281,308 | ) | (3,715,313 | ) | ||||
| Net increase (decrease) in cash and restricted cash | $ | 457,065 | $ | (4,884,760 | ) | |||
Cash Flows for the Six Months Ended June 30, 2025 and 2024
Operating Activities
Net cash provided by operating activities was 340,614 during the six months ended June 30, 2025, which consisted primarily of depreciation and amortization of $1,187,373, amortization of debt issuance costs of $500,000, and changes in assets and liabilities of $3,426,059 offset by a net loss of $3,718,245 and gain on divestiture of $1,231,774.
Net cash (used in) operating activities was ($1,163,566) during the six months ended June 30, 2024, which consisted primarily of gain on extinguishment of liabilities of $6,497,193 and gain on forgiveness of earnout of $6,100,000 offset largely by net income of $6,389,855, depreciation and amortization of $1,218,430, amortization of debt issuance costs of $837,750, and changes in assets and liabilities of $3,566,551.
Investing Activities
Net cash provided by investing activities was $397,759 during the six months ended June 30, 2025 compared to $(5,881) for the six months ended June 30, 2024. The increase in net cash provided by investing activities is largely attributable to the sale of the assets of the assets of the Corrugated Business.
Financing Activities
Net cash used in financing activities was $(281,308) during the six months ended June 30, 2025 compared to $($3,715,313) for the six months ended June 30, 2024. This decrease was largely attributable to less repayments of debt instruments most notably the convertible notes payable in the amount of $4,915,000 paid in early 2024.
The Company did not have any off-balance sheet arrangements as of June 30, 2025.
Known Trends, Events, Uncertainties and Factors That May Affect Future Operations
The impact of general economic conditions, actual and projected, including inflation, rising interest rates, lower consumer confidence, volatile capital markets, supply chain disruptions, uncertainty and volatility in the financial services sector and the impact of the Hamas-Israel and Russia-Ukraine conflicts, and government and business responses thereto, on the global economy and regional economies.
Contractual Obligations and Commitments
The Company has no debt covenants that require certain financial information to be met.
Critical Accounting Policies and Significant Judgments and Estimates
This discussion and analysis of the Company’s financial condition and results of operations is based on the Company’s combined financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. In accordance with U.S. GAAP, the Company bases its estimates on historical experience and on various other assumptions the Company believes are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.
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For information on the Company’s significant accounting policies please refer to Note 2 to the Company’s Financial Statements included in this Quarterly Report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Principal Executive Officer and Principal Financial and Accounting Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based on such evaluation, the Company’s Principal Executive Officer and Principal Financial and Accounting Officer have concluded that, as of the end of such period covered by this Quarterly Report, the Company’s disclosure controls and procedures were not effective to provide reasonable assurance that information that it is required to disclose in reports that the Company files with the SEC is recorded, processed, summarized and reported within the time periods specified by the Exchange Act rules and regulations due to the reasons set forth below.
As of December 31, 2024, management identified the following material weakness in our internal control over financial reporting: the Company was unable to provide a timely financial reporting package in connection with the year end audit. This was primarily the result of the Company’s limited accounting personnel. This also limits the extent to which the Company can segregate incompatible duties and has a lack of controls in place to ensure that all material transactions and developments impacting the financial statements are reflected. There is a risk under the current circumstances that intentional or unintentional errors could occur and not be detected.
Management has concluded that the material weakness described above currently exists as of June 30, 2025. The Company plans to engage with outside consultants to strengthen its capabilities and help the Company in the design and assessment of its internal controls over financial reporting to further reduce and remediate existing control deficiencies during 2025.
Changes in Internal Control over Financial Reporting
During the three months ended June 30, 2025, there were no changes in our internal control over financial reporting that materially affected our internal control over financial reporting as of June 30, 2025.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company is party to legal actions that are routine and incidental to its business. However, based upon available information and in consultation with legal counsel, management does not expect the ultimate disposition of any or a combination of these actions to have a material adverse effect on the Company’s assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and\or results of operations.
ITEM 5. OTHER INFORMATION
During
the three months ended June 30, 2025, no director or officer
ITEM 6. EXHIBITS
(b) Exhibits
The following documents are filed as exhibits hereto:
| Exhibit No. | Description | |
| 31.1* | Certification of the Chief Executive Officer of the Company, pursuant to the Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of the Chief Financial Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1** | Certification of the Chief Executive Officer and Chief Financial Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS* | Inline XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101), |
| * | Filed herewith. |
| ** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 19, 2025
| EIGHTCO HOLDINGS INC. | ||
| By: | /s/ Kevin O’Donnell | |
| Name: | Kevin O’Donnell | |
| Title: | Interim Chief Executive Officer | |
| EIGHTCO HOLDINGS INC. | ||
| By: | /s/ Brett Vroman | |
| Name: | Brett Vroman | |
| Title: | Chief Financial Officer | |
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