CONVERTIBLE NOTE PAYABLE

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

CONVERTIBLE NOTE PAYABLE

16. CONVERTIBLE NOTE PAYABLE

Principal due under the convertible note payable was as follows at December 31, 2024 and December 31, 2023:

	December 31, 2024		December 31, 2023
Note payable, 0% and 0%		-		4,637,250
Less: debt discount		-		-
Note payable, net	$	-	$	4,637,250

Interest expense under convertible notes payable was $277,750 and $7,109,078, of which $277,750 and $7,109,078 was related to amortization of the debt discount, for the years ended December 31, 2024 and 2023, respectively.

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 $33,333,333 (the “January 2022 Note”) and a note issued in March 2023 with an original principal amount of $5,555,000 (the “March 2023 Note”). Both notes were issued at an original issue discount and included embedded conversion features and detachable warrants, which resulted in the recognition of significant debt discounts and warrant-related expenses in prior periods.

On October 23, 2023, the Company entered into a Prepayment and Redemption Agreement with the Note Investor, pursuant to which it agreed to repay in full the outstanding principal of both convertible notes and to redeem all related warrants. The agreement required aggregate payments of $8,215,000, which were remitted in installments from October 2023 through March 2024. Upon receipt of these payments, all obligations under the January 2022 Note, March 2023 Note, and associated warrants were satisfied in full and the instruments were extinguished during the year ended December 31, 2024.

No convertible notes or related instruments were outstanding as of December 31, 2024 with the Note Investor.

EIGHTCO HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years ended December 31, 2024 and 2023