Eightco Holdings Inc
For the period ended Sep 30, 2024. Filed Nov 14, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 14, 2024
ORBS$0.75+3.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-08-14.
0001493152-24-032440
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-11-14.
0001493152-24-046025
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 146 previous paragraphs and 148 current paragraphs.
116 unchanged; 23 reworded; 8 added; 5 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
Gain on Extinguishment of Liabilities
Current report
Loss on Issuance of Warrants
Current report
Selling, general and administrative expenses were $3,723,191 and $3,247,561 for the three months ended September 30, 2024 and 2023, respectively, representing a increase of $475,630, or 14.65%. The increase was largely attributable to an increase in professional fees for investor relations activities.
Current report
Net loss was $3,177,373 for the three months ended September 30, 2024, versus $3,453,150 for the three months ended September 30, 2023.
Current report
Nine Months Ended September 30, 2024 versus Nine Months Ended September 30, 2023
Current report
Gain on Extinguishment of Liabilities
Current report
Loss on Issuance of Warrants
Current report
Other income (expense) was $83,693 for the nine months ended September 30, 2024 versus $97,984 for the nine months ended September 30, 2023.
Removed paragraphs (5)
Previous report
Net income was $4,448,892 for the three months ended June 30, 2024, versus a net loss of ($8,853,248) for the three months ended June 30, 2023. The increase in net income was largely attributable the Company’s other income in the amount of $6,132,302.
Previous report
Six Months Ended June 30, 2024 versus Six Months Ended June 30, 2023
Previous report
Selling, general and administrative expenses were $6,923,180 and $8,983,301 for the six months ended June 30, 2024 and 2023, respectively, representing a decrease of $2,060,121, or 22.93%. The decrease was largely attributable to the decrease in professional fees, payroll costs, insurance expense, rent expense, selling and warehousing fees and operating costs as a standalone public company.
Previous report
Other income (expense) was $59,472 for the six months ended June 30, 2024 versus $68,422 for the six months ended June 30, 2023. The decrease in total other income was largely attributable to lower outstanding principal on the notes receivable.
Previous report
Income tax expense was $0 for the six months ended June 30, 2024, versus an income tax benefit of $0 for the six months ended June 30, 2023, respectively.
Reworded paragraphs (23)
Previous wording
As of the date of this filing, a total of 150,019 shares have been sold under the ATM Agreement.
Current wording
As of the date of this filing, a total of 692,890 shares have been sold under the ATM Agreement.
Previous wording
For the three months ended June 30, 2024, revenues decreased by $13,530,140 or 65.85%, as compared to the three months ended June 30, 2023. The decrease was largely attributable to the decreased sale of goods from revenue derived from the inventory management solutions business due to the Company’s utilization of capital to repay its outstanding convertible notes payable.
Current wording
For the three months ended September 30, 2024, revenues decreased by $15,662,193 or 67.12%, as compared to the three months ended September 30, 2023. The decrease was largely attributable to the decreased sale of goods from revenue derived from the inventory management solutions business due to the Company’s utilization of capital to repay its outstanding convertible notes payable.
Previous wording
For the three months ended June 30, 2024, cost of revenues decreased by $12,778,057 or 70.92%, as compared to the three months ended June 30, 2023. The decrease was largely attributable to the decrease in total revenues for our inventory management solutions business.
Current wording
For the three months ended September 30, 2024, cost of revenues decreased by $14,961,760 or 72.67%, as compared to the three months ended September 30, 2023. The decrease was largely attributable to the decrease in total revenues for our inventory management solutions business.
Previous wording
For the three months ended June 30, 2024, gross profit decreased by $752,083 or 29.73%, as compared to the three months ended June 30, 2023. The decrease was largely attributable to a decrease in lower margin sales in the inventory management solutions business.
Current wording
For the three months ended September 30, 2024, gross profit decreased by $700,433 or 25.50%, as compared to the three months ended September 30, 2023. The decrease was largely attributable to a decrease in lower margin sales in the inventory management solutions business.
Previous wording
Restructuring and severance were $0 and $283,686 for the three months ended June 30, 2024 and 2023, respectively, representing an decrease of $283,686, or 100.00%. The decrease was largely attributable to no further restructuring for the three months ended June 30, 2024.
Current wording
Restructuring and severance were $0 and $187,286 for the three months ended September 30, 2024 and 2023, respectively, representing an decrease of $187,286, or 100.00%.
Previous wording
Interest expense was $1,323,594, for the three months ended June 30, 2024, versus $2,736,333 for the three months ended June 30, 2023. The decrease in interest expense was largely attributable to the repayment of convertible notes.
Current wording
Interest expense was $1,525,274 for the three months ended September 30, 2024, versus $2,795,169 for the three months ended September 30, 2023. The decrease in interest expense was largely attributable to the repayment of convertible notes in a prior period.
Previous wording
Income tax expense was $0 for the three months ended June 30, 2024 and 2023, respectively.
Current wording
Income tax expense was $0 and $0 for the three months ended September 30, 2024 and 2023, respectively.
Previous wording
The following table sets forth information comparing the components of net (loss) income for the six months ended June 30, 2024 and 2023:
Current wording
The following table sets forth information comparing the components of net (loss) income for the nine months ended September 30, 2024 and 2023:
Previous wording
For the six months ended June 30, 2024, revenues decreased by $19,800,035 or 54.34%, as compared to the six months ended June 30, 2023. The decrease was largely attributable to the decreased sale of goods from the revenue derived from the inventory management solutions business.
Current wording
For the nine months ended September 30, 2024, revenues decreased by $35,462,228 or 59.33%, as compared to the nine months ended September 30, 2023. The decrease was largely attributable to the decreased sale of goods from the revenue derived from the inventory management solutions business.
Previous wording
For the six months ended June 30, 2024, cost of revenues decreased by $19,114,622 or 59.57%, as compared to the six months ended June 30, 2023. The decrease was largely attributable to the decrease in total revenues for our inventory management solutions business.
Current wording
For the nine months ended September 30, 2024, cost of revenues decreased by $34,076,382 or 64.69%, as compared to the nine months ended September 30, 2023. The decrease was largely attributable to the decrease in total revenues for our inventory management solutions business.
Previous wording
For the six months ended June 30, 2024, gross profit decreased by $685,413 or 15.76%, as compared to the six months ended June 30, 2023. The decrease was largely attributable to a decrease in revenue derived from the inventory management solutions business.
Current wording
For the nine months ended September 30, 2024, gross profit decreased by $1,385,846 or 19.53%, as compared to the nine months ended September 30, 2023. The decrease was largely attributable to a decrease in revenue derived from the inventory management solutions business.
Previous wording
Selling, general and administrative expenses were $3,461,221 and $4,717,556 for the three months ended June 30, 2024 and 2023, respectively, representing a decrease of $1,256,335, or 26.63%. The decrease was largely attributable to the decrease in professional fees, payroll costs, insurance expense and rent expense.
Current wording
Selling, general and administrative expenses were $10,643,371 and $13,785,520 for the nine months ended September 30, 2024 and 2023, respectively, representing a decrease of $3,139,149, or 22.77%. The decrease was largely attributable to the decrease in professional fees, payroll costs, insurance expense and rent expense.
Previous wording
Restructuring and severance were $1,414,838 and $1,367,372 for the six months ended June 30, 2024 and 2023, respectively, representing an increase of $47,466, or 3.47%. The decrease was largely attributable to the forgiveness rent of $930,000 incurred under the leased Georgia property.
Current wording
Restructuring and severance were $1,414,838 and $292,748 for the nine months ended September 30, 2024 and 2023, respectively, representing an increase of $1,122,090, or 383.30%. The increase was largely attributable to the accrual of severance and payroll related expenses.
Previous wording
Interest expense was $2,522,365, for the six months ended June 30, 2024, versus $5,549,560 for the six months ended June 30, 2023. The decrease in interest expense was largely attributable to the repayment of convertible notes.
Current wording
Interest expense was $4,047,639, for the nine months ended September 30, 2024, versus $8,344,729 for the nine months ended September 30, 2023. The decrease in interest expense was largely attributable to the repayment of convertible notes in a prior period.
Previous wording
Gain on extinguishment of liabilities was $7,427,193, for the three months ended June 30, 2024, versus $0 for the three months ended June 30, 2023. The increase in gain on extinguishment of liabilities was attributable to the reduction in liability due to its former parent under the terms of the Vinco Amendment and Lease Amendment dated June 20, 2024.
Current wording
Gain on extinguishment of liabilities was $7,427,193, for the nine months ended September 30, 2024, versus $0 for the nine months ended September 30, 2023. The increase in gain on extinguishment of liabilities was attributable to the reduction in liability due to its former parent under the terms of the Vinco Amendment and Lease Amendment dated June 20, 2024.
Previous wording
Gain on forgiveness of earnout was $6,100,000 for the six months ended June 30, 2024 versus $0 for the six months ended June 30, 2023. The increase in change in fair value of earnout was related to the forfeiture of the earnout shares by the sellers of Forever 8.
Current wording
Gain on forgiveness of earnout was $6,100,000 for the nine months ended September 30, 2024 versus $0 for the nine months ended September 30, 2023. The increase in change in fair value of earnout was related to the forfeiture of the earnout shares by the sellers of Forever 8.
Previous wording
Loss on issuance of warrants was $0, for the six months ended June 30, 2024, versus $46,928,815 for the six months ended June 30, 2023. The decrease is due to no further warrant amendments and a significant decrease in the number of outstanding warrants as of June 30, 2024.
Current wording
Loss on issuance of warrants was $0, for the nine months ended September 30, 2024, versus ($46,928,815) for the nine months ended September 30, 2023. The decrease is due to no warrant amendments and the significant decrease in the number of outstanding warrants as of September 30, 2024.
Previous wording
Net income was $6,389,855 for the six months ended June 30, 2024, versus a net loss of ($58,704,388) for the six months ended June 30, 2023. The increase in net income was largely attributable to total other income of $11,064,300 for the six months ended June 30, 2024 versus total other loss of $(52,409,953) for the six months ended June 30, 2023.
Current wording
Net income was $3,212,482 for the nine months ended September 30, 2024, versus a net loss of $62,157,538 for the nine months ended September 30, 2023. The increase in net income was largely attributable to total other income (loss) of $9,563,247 for the nine months ended September 30, 2024 versus $(55,175,560) for the nine months ended September 30, 2023.
Previous wording
As reflected in the accompany financial statements for the six months ended June 30, 2024, the Company had net income of $6.4 million and as of June 30, 2024, had stockholders’ equity of $13.4 million and approximately $0.3 million in cash and cash equivalents as compared to $5.2 million at December 31, 2023. The Company expects that its current cash and cash equivalents are not sufficient to support its projected operating requirements for at least the next 12 months from this date. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued.
Current wording
As reflected in the accompany financial statements for the nine months ended September 30, 2024, the Company had net income of $3.2 million and as of September 30, 2024, had stockholders’ equity of $12.6 million and approximately $2.4 million in cash and cash equivalents as compared to $5.2 million at December 31, 2023. The Company expects that its current cash and cash equivalents are not sufficient to support its projected operating requirements for at least the next 12 months from this date. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued.
Previous wording
Cash Flows for the Six Months Ended June 30, 2024 and 2023
Current wording
Cash Flows for the Nine Months Ended September 30, 2024 and 2023
Previous wording
Net cash (used in) operating activities was ($1,163,566) during the six months ended June 30, 2024, which consisted primarily of net income of $6,389,855, depreciation and amortization of $1,218,430, amortization of debt issuance costs of $837,750, and changes in assets and liabilities of $3,566,551 offset largely by gain on extinguishment of liabilities of $7,427,193 and gain on forgiveness of earnout of $6,100,000. Net cash (used in) operating activities was ($5,672,358) during the six months ended June 30, 2023, which consisted primarily of a net loss of $58,704,388 offset largely by amortization of debt issuance costs of $3,992,457 and loss on issuance of warrants of $46,928,815 and changes in assets and liabilities of ($244,981).
Current wording
Net cash (used in) operating activities was $(1,085,865) during the nine months ended September 30, 2024, which consisted primarily of net income of $3,212,482, depreciation and amortization of $1,831,064, amortization of debt issuance costs of $1,087,750, and changes in assets and liabilities of $5,830,511 offset largely by gain on extinguishment of liabilities of $7,427,193 and gain on forgiveness of earnout of $6,100,000. Net cash (used in) operating activities was ($6,698,006) during the nine months ended September 30, 2023, which consisted primarily of a net loss of $62,157,538 offset largely by amortization of debt issuance costs of $5,942,084 and loss on issuance of warrants of $46,928,815 and changes in assets and liabilities of ($364,481).
Previous wording
Net cash (used in) investing activities was ($5,881) during the six months ended June 30, 2024 compared to ($92,278) for the six months ended June 30, 2023. The decrease in net cash used in investing activities is largely attributable to the decrease in purchases of property and equipment and licensing agreements during the six months ended June 30, 2024.
Current wording
Net cash (used in) investing activities was $(47,685) during the nine months ended September 30, 2024 compared to ($182,871) for the nine months ended September 30, 2023. The decrease in net cash used in investing activities is largely attributable to the decrease in purchases of property and equipment and licensing agreements during the nine months ended September 30, 2024.
Previous wording
Net cash (used in) provided by financing activities was ($3,715,313) during the six months ended June 30, 2024 compared to $4,559,110 for the six months ended June 30, 2023. This increase of cash used in financing activities was largely attributable to proceeds used for the repayments of convertible notes payable of ($4,915,000) and decrease in borrowings from convertible notes payable in relation to the six months ended June 30, 2023.
Current wording
Net cash (used in) provided by financing activities was $(1,707,834) during the nine months ended September 30, 2024 compared to $4,959,110 for the nine months ended September 30, 2023. This increase of cash used in financing activities was largely attributable to proceeds used for the repayments of convertible notes payable of $4,915,000 offset by proceeds of $2,917,934 from sale of common stock under the ATM in relation to the nine months ended September 30, 2023.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Income tax expense was $0 for the nine months ended September 30, 2024 and 2023.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Loss on issuance of warrants was $0, for the three months ended June 30, 2024, versus $3,387,604 for the three months ended June 30, 2023. The decrease is due to no further warrant amendments and a significant decrease in the number of outstanding warrants as of June 30, 2024.
Previous report — wording carried elsewhere
Gain on extinguishment of liabilities was $7,427,193, for the six months ended June 30, 2024, versus $0 for the six months ended June 30, 2023. The increase in gain on extinguishment of liabilities was attributable to the reduction in liability due to its former parent under the terms of the Vinco Amendment and Lease Amendment dated June 20, 2024.