STOCKHOLDERS’ EQUITY

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

STOCKHOLDERS’ EQUITY

19. STOCKHOLDERS’ EQUITY

Common Stock. Prior to the Separation, the Former Parent owned 100% of the issued and outstanding common stock of the Company. Effective June 29, 2022, the Company separated from the Former Parent, and the distribution of its common stock was completed.

On March 16, 2023, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s common stock from 250,000,000 to 500,000,000 and to make a corresponding change to the number of authorized shares of capital stock, effective as of 4:05 p.m. (New York time) on March 16, 2023.

EIGHTCO HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years ended December 31, 2024 and 2023

19. STOCKHOLDERS’ EQUITY (continued)

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 $2,000,000. On September 25, 2024, the Company entered into an amendment to this agreement which increased the aggregate offering amount to $2,750,000.

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 $37,000 in connection with the signing of the ATM Agreement.

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.

As of December 31, 2024, the Company had sold 692,890 shares of common stock for net proceeds of $2,422,910 under the ATM Agreement.

Common stock issuances during the year ended December 31, 2024:

On January 30, 2024, the Company issued 11,247 shares of common stock fair valued at $34,866 to satisfy a portion of the outstanding severance due to the former employee.

On February 28, 2024, the Company issued 15,500 shares of common stock fair valued at $48,050 to satisfy a portion of the outstanding severance due to the former employee.

On March 6, 2024, the Company issued 25,779 shares of common stock fair valued at $105,693 to satisfy outstanding fees for services performed due to the consultant.

On March 19, 2024, the Company issued 60,000 shares of common stock fair valued at the time it was granted of $171,000 to a consultant for services performed related to investor relations. The Company recorded the fair value as prepaid expenses on balance sheet and will amortize the expense ratably over 6 months. The Company recorded stock-based compensation expense for the year ended December 31, 2024 of $171,000.

On March 27, 2024, the Company issued 279,999 shares of common stock fair valued at $1,147,995 to satisfy a portion of the convertible notes payable due to the sellers of Forever 8.

On March 27, 2024, the Company issued 60,000 shares of common stock fair valued at the time it was granted of $216,000 to a consultant for services performed related to Forever 8. The Company recorded the fair value as prepaid expenses on balance sheet and will amortize the expense ratably over 12 months. The Company recorded stock-based compensation expense for the year ended December 31, 2024 $108,000, respectively.

On March 27, 2024, the Company issued 51,220 shares of common stock fair valued at $216,000 to the independent board of directors to satisfy deferred amounts due for services performed.

EIGHTCO HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years ended December 31, 2024 and 2023

19. STOCKHOLDERS’ EQUITY (continued)

On March 27, 2024, the Company issued 173,171 shares of common stock fair valued at $710,000 to investors related to proceeds received in a private investment in a public entity.

On March 27, 2024, the Company issued 50,434 shares of common stock fair valued at $206,799 to satisfy the cash settlement warrants assumed in the Forever 8 acquisition.

On March 27, 2024, the Company issued 24,195 shares of common stock fair valued at $99,199 to certain former Forever 8 security holders, pursuant to the settlement agreements by and among the Company and certain former Forever 8 security holders, as consideration for the immediate termination of the Company’s obligation to deliver such to the former Forever 8 security holders the consideration provided for in the MIPA. The Company recorded the fair value as a reduction of the convertible notes payable – related parties.

On March 28, 2024, the Company issued 14,634 shares of common stock fair valued at $60,000 to certain holders of the Series D Loan and Security Agreement. The Company recorded the fair value as interest expense on statement of comprehensive income (loss). The Company recorded interest expense for the year ended December 31, 2024 of $60,000.

On April 9, 2024, the Company issued a total of 10,000 shares of common stock fair valued at $40,000 at the time it was granted to a consultant. The Company recorded the fair value as prepaid expenses on balance sheet and will amortize the expense ratably over 4.5 months. The Company recorded stock-based compensation expense for the year ended December 31, 2024 of $40,000.

On April 9, 2024, the Company issued a total of 15,000 shares of common stock fair valued at $53,250 at the time it was granted to a consultant. The Company recorded the fair value as prepaid expenses on balance sheet and will amortize the expense ratably over 4 months. The Company recorded stock-based compensation expense for the year ended December 31, 2024.

On April 10, 2024, the Company issued 17,835 shares of common stock valued at $55,289 to satisfy a portion of the outstanding severance due to a former employee.

On August 8, 2024, the Company held a special meeting of stockholders to approve a proposal to amend the Company’s Certificate of Incorporation to effect the 2024 Reverse Stock Split at a ratio of 1-for-5. The Company reduced its shares by 1,825 shares of common stock due to fractional shares after the 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 the 2024 Reverse Stock Split.

On December 19, 2024, the Company entered into a third amendment to the Seller Notes originally issued in connection with the acquisition of Forever 8 (the “December 2024 Seller Notes Amendment”). Pursuant to the terms of this amendment, the holders of the Seller Notes, who are considered related parties, agreed to convert approximately $1,600,000 of accrued interest into 485,381 shares of the Company’s common stock. The shares were valued based on the closing price of the Company’s common stock on the date of the agreement. The modification was accounted for as a capital transaction, and the resulting gain was recognized as an increase to additional paid-in capital. As of December 31, 2024, the shares had not yet been issued and are included in the calculation of basic and diluted weighted-average shares outstanding as shares to be issued.

On December 31, 2024, the Company issued a total of 20,000 shares of common stock fair valued at $34,000 at the time it was granted to consultants. The Company recorded the fair value as prepaid expenses on balance sheet and will record stock-based compensation expense upon the closing of an asset based line of credit.

On December 31, 2024, the Company issued a total of 18,000 shares of common stock fair valued at $53,600 at the time it was granted to a consultant. The Company recorded stock-based compensation expense for the year ended December 31, 2024 of $53,600.

Common stock issuances during the year ended December 31, 2023:

From January 1, 2023 through December 31, 2023, the Company issued a total of 154,947 shares of common stock to a noteholder for repayment of principal valued at $7,743,333 based on the conversion price set forth in the Note.

On January 26, 2023, the Company issued a total of 4,110 shares of common stock to employees for services rendered on behalf of the Company valued at $571,200 and previously expensed as stock-based compensation.

On January 26, 2023, the Company issued a total of 540 shares of common stock to three directors for director compensation valued at $91,800 and previously expensed as stock-based compensation.

On April 14, 2023, the Company issued 19,022 shares of common stock for broker dealers to investors for partial share ownership due to the Company’s 2023 Reverse Stock Split.

On September 22, 2023, the Company issued 30,000 shares to a consultant.

On November 10, 2023, the Company issued 5,000 shares of its common stock to a consultant for services rendered on behalf of the Company.

During the year ended December 31, 2023, the Company issued 508,893 shares of common stock upon the exercise of warrants.

As of December 31, 2024 and 2023, the Company had 2,479,363 and 941,284 issued and outstanding shares of common stock, respectively.

Preferred Stock: On January 17, 2023, the board of directors of the Company declared a dividend of one one-thousandth of a share of Series A Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), for each outstanding share of the Company’s common stock to stockholders of record at 5:00 p.m. Eastern Time on January 27, 2023.

On January 19, 2023, the Company filed a Certificate of Designation with the Delaware Secretary of State for its Series A Preferred Stock. The number of shares authorized for issuance is 300,000.

EIGHTCO HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years ended December 31, 2024 and 2023