UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 6, 2024, Eightco Holdings Inc. (the “Company”) entered into an amendment (the “Amendment”) to the previously disclosed Membership Interest Purchase Agreement, dated September 14, 2022 (the “MIPA”), by and among the Company, Forever 8 Fund, LLC (“Forever 8”), the members of Forever 8 set forth on the signature pages thereto (the “Sellers”) and Paul Vassilakos, in his capacity as representative of the Sellers.
The MIPA had provided that the Sellers would be entitled to receive three potential earnout payments (the “Earnout Consideration) in cash (in the amount of a total of $37,000,000) or, at the Company’s election, in up to 7,000,000 additional Preferred Units of Forever 8, upon the achievement of certain performance thresholds relating to cumulative collected revenues. Pursuant to the Amendment, the Sellers irrevocably waived their right to receive such Earnout Consideration regardless of whether or not the performance thresholds are met.
The Amendment is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibit.
On May 7, 2024, the Company issued a press release announcing the entry into the Amendment. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment to Membership Interest Purchase Agreement. | |
| 99.1 | Press Release. | |
| 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: May 7, 2024 | ||
| Eightco Holdings Inc. | ||
| By: | /s/ Paul Vassilakos | |
| Name: | Paul Vassilakos | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
AGREEMENT
Reference is made to that certain Membership Interest Purchase Agreement, dated September 14, 2022 (the “MIPA”), by and among Eightco Holdings Inc. (formerly Cryptyde, Inc.) (the “Company”), Forever 8 Fund, LLC (“Forever 8”), the members of Forever 8 set forth on the signature pages thereto (the “Sellers”) and Paul Vassilakos, in his capacity as representative of the Sellers (the “Representative”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the MIPA.
The Sellers hereby irrevocably waive, effective as of March 17, 2024, any right to receive any Earnout Consideration upon the achievement of the Earn-Out Targets as provided for in Section 1.04 of the MIPA.
Each of the parties represents and warrants to the other that it has full power and authority to enter into this Agreement and to perform its obligations hereunder.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and performed in such State, without reference to such State’s principles of conflict of laws.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of May 6, 2024.
| EIGHTCO HOLDINGS INC. | ||
| By: | /s/ Kevin O’Donnell | |
| Name: | Kevin O’Donnell | |
| Title: | Director | |
| SELLERS’ REPRESENTATIVE, | ||
| On behalf of all Sellers | ||
| /s/ Paul Vassilakos | ||
| Paul Vassilakos | ||
Exhibit 99.1
Eightco Announces the Cancellation of the Forever 8 2022 Merger Earnout Consideration
Easton, PA, May 07, 2024 (GLOBE NEWSWIRE) – Eightco Holdings Inc. (NASDAQ: OCTO) (the “Company” or “Eightco”) today announced that the former owners (“F8 Members”) of Forever 8 Fund, LLC (“Forever 8”) have agreed, effective as of March 17, 2024, to cancel their right to receive certain earnout consideration provided for under the September 2022 Membership Interest Purchase Agreement between the Company and Forever 8 (“Earnout”) whereby the Company acquired Forever 8. The Earnout was fair valued at $6.1 million and had a potential cash value of up to $37 million.
The Company expects that the cancellation of the Earnout, together with the other recently announced transactions, will result in an improvement of over $7 million to the Company’s shareholder’s equity.
“Given the ongoing success and growth of Forever 8 and my alignment as a shareholder, I believe the cancellation of the Earnout puts the Company in a stronger position regarding both its balance sheet and capital structure,” said Paul Vassilakos, CEO of Eightco and President of Forever 8. “I continue to believe that optimizing the Company’s capital structure and balance sheet remains a high priority due to its importance in laying a strong foundation for growth.”
About Eightco
Eightco (NASDAQ: OCTO) is committed to growth of its subsidiaries, made up of Forever 8, an inventory capital and management platform for e-commerce sellers, and Ferguson Containers, Inc., a provider of complete manufacturing and logistical solutions for product and packaging needs, through strategic management and investment. In addition, the Company is actively seeking new opportunities to add to its portfolio of technology solutions focused on the e-commerce ecosystem through strategic acquisitions. Through a combination of innovative strategies and focused execution, Eightco aims to create significant value and growth for its portfolio companies and stockholders.
For additional information, please visit www.8co.holdings
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: Eightco’s ability to regain and maintain compliance with the Nasdaq’s continued listing requirements; unexpected costs, charges or expenses that reduce Eightco’s capital resources; Eightco’s inability to raise adequate capital to fund its business; Eightco’s inability to innovate and attract users for Eightco’s products; future legislation and rulemaking negatively impacting digital assets; and shifting public and governmental positions on digital asset mining activity. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. For a discussion of other risks and uncertainties, and other important factors, any of which could cause Eightco’s actual results to differ from those contained in forward-looking statements, see Eightco’s filings with the Securities and Exchange Commission (the “SEC”), including in its Annual Report on Form 10-K, as amended, filed with the SEC on April 1, 2024. 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
investors@8co.holdings
Cover |
May 06, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 06, 2024 |
| 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 | 101 Larry Holmes Drive |
| Entity Address, Address Line Two | Suite 313 |
| Entity Address, City or Town | Easton |
| Entity Address, State or Province | PA |
| 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 |