8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2023

EIGHTCO HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41033	87-2755739
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 9th Avenue North, Suite 220 Safety Harbor, Florida	34695
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (888) 765-8933

(Former name or former address, if changed since last report)

Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	OCTO	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 7.01 Regulation FD Disclosure.

As previously disclosed, on October 23, 2023, Eightco Holdings Inc. (the “Company”) entered into a Prepayment and Redemption Agreement (the “Prepayment Agreement”) with an accredited investor.

On October 30, 2023, the Company issued a press release announcing the Company’s completion of the initial payment of $3,000,000 pursuant to the terms of the Prepayment Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information included under Item 7.01 (including Exhibit 99.1) is furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated October 30, 2023 (furnished pursuant to Item 7.01).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 30, 2023

Eightco Holdings Inc.
By:	/s/ Brian McFadden
Name:	Brian McFadden
Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

Eightco Holdings Announces Successful Initial Payment in Prepayment and Redemption Agreement, Clearing All Outstanding Warrants with Certain Investor

Safety Harbor, Florida, Oct. 30, 2023 (GLOBE NEWSWIRE) — Eightco Holdings Inc. (NASDAQ: OCTO) (the “Company”) proudly announces the successful completion of the initial payment as part of the previously disclosed Prepayment and Redemption Agreement (the “Prepayment Agreement”) entered into by the Company with an accredited investor (the “Investor”).

With the finalization of the $3,000,000 initial payment (the “Initial Payment”), Eightco Holdings Inc. has achieved significant financial milestones, including the full repayment of the 2022 Note, reduction of the 2023 Note, and the complete and permanent redemption of the 2023 Warrant (each of the foregoing terms as defined in the Prepayment Agreement), completing the elimination of all outstanding warrants held by the Investor. In addition, all of the aggregate principal amount outstanding of the 2023 Note is no longer convertible into shares of common stock of the Company, unless an Event of Default (as defined in the Prepayment Agreement) (or an event that with the passage of time or the giving of notice would result in an Event of Default) occurs and is continuing or unless the Company fails to timely make the payments under the Prepayment Agreement. This milestone signifies a major stride in the Company’s ongoing efforts to optimize its financial structure and growth.

For additional information about this milestone, please refer to the Current Report on Form 8-K filed by the Company on October 24, 2023.

For more information about Eightco Holdings Inc. and its latest developments, please visit www.8co.holdings.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. All statements in this press release other than statements of historical fact could be deemed forward looking. Words such as “plans,” “expects,” “will,” “anticipates,” “continue,” “expand,” “advance,” “develop” “believes,” “guidance,” “target,” “may,” “remain,” “project,” “outlook,” “intend,” “estimate,” “could,” “should,” and other words and terms of similar meaning and expression are intended to identify forward-looking statements, although not all forward-looking statements contain such terms. Forward-looking statements are based on management’s current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Eightco’s filings with the Securities and Exchange Commission, including the section titled “Risk Factors” in its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. There is no guaranty that the Company will be able to continue to satisfy its obligations under the Prepayment Agreement. If it is not able to do so, all of the remaining benefits to the Company of the Prepayment Agreement that have not already been received will not be realized. All information in this press release is as of the date of the release, and Eightco undertakes no duty to update this information or to publicly announce the results of any revisions to any of such statements to reflect future events or developments, except as required by law.

For further information, please contact:

Investor Relations

617-819-1289

investors@8co.holdings

XML

Cover	Oct. 30, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 30, 2023
Entity File Number	001-41033
Entity Registrant Name	EIGHTCO HOLDINGS INC.
Entity Central Index Key	0001892492
Entity Tax Identification Number	87-2755739
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	200 9th Avenue North
Entity Address, Address Line Two	Suite 220
Entity Address, City or Town	Safety Harbor
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34695
City Area Code	(888)
Local Phone Number	765-8933
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	OCTO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false