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:

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 December 31, 2025 and December 31, 2024:

	December 31,		December 31,
	2025		2024

ASSETS
Current assets:
Cash and cash equivalents	$	-	$	168,323
Accounts receivable, net		-		788,317
Inventories		-		101,577
Prepaid expenses and other current assets		-		105,249
Property and equipment, net		-		634,773
Total assets	$	-	$	1,798,239

LIABILITIES
Current liabilities:
Accounts payable	$	-	$	2,980
Accrued expenses and other current liabilities		-		31,775
Income tax payable		-		72,976
Deferred tax liabilities		-		-
Total liabilities	$	-	$	107,731

	2025		2024
	Year Ended December 31,
	2025		2024

Revenues		1,773,929		6,823,277
Cost of revenues		1,276,685		4,980,338
Gross profit:		497,244		1,842,939

Operating expenses:
Selling, general and administrative		393,013		1,439,964
Restructuring and severance		-		-
Operating income		104,231		402,975

Other (expense) income:
Interest (expense)		-		-
Other income		1,077		6,613
Total other income, net		1,077		6,613
Income before income taxes		105,308		409,588
Income tax expense (benefit)		8,629		(9,128	)
Net income from discontinued operations	$	96,679	$	418,716

The following summarizes the components of cash flows from discontinued operations for the year ended December 31, 2025 and 2024:

	For the Year Ended December 31, 2025			For the Year Ended December 31, 2024
Cash flows from operating activities:
Net income	$	96,679		$	418,716
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		37,992			173,836
Changes in assets and liabilities:
Accounts receivable		17,155			(163,024	)
Inventories		(78,346	)		12,723
Prepaid expenses and other current assets		(39,419	)		24,644
Accounts payable		(2,812	)		2,038
Accrued expenses and other current liabilities		7,519			(1,016	)
Income taxes		(67,170	)		(9,128	)

Net cash provided by (used in) operating activities		(28,402	)		458,789

Cash flows from investing activities:
Repayments (proceeds) from/to Eightco Holdings, Inc.		30,000			(1,580,000	)
Purchases of property and equipment		(44,490	)		(69,272	)
Working capital cash transferred to Buyer		(125,431	)		-

Net cash used in investing activities		(139,921	)		(1,649,272	)

Net decrease in cash and cash equivalents		(168,323	)		(1,190,483	)
Cash and cash equivalents, beginning of the period		168,323			1,358,806
Cash and cash equivalents, end of the period	$	-		$	168,323

As a result of this classification, prior period amounts have been reclassified to conform to the current period presentation.