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Eightco Holdings Inc.

For the period ended Jun 30, 2025. Filed Aug 19, 2025.

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About 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.

Jun 30, 2025 · Filed Aug 19, 2025

ORBS$0.75+3.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-15.

0001641172-25-011052

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-19.

0001493152-25-012159

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 134 previous paragraphs and 113 current paragraphs.

72 unchanged; 20 reworded; 19 added; 42 removed; 0 previous and 2 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 (19)

Current report

Gain on divestiture includes the gain recognized related to the sale of the assets of Ferguson Containers, Inc.

Current report

Gain on extinguishment of liabilities includes the gain recognized related to the write-down of liabilities due to settlements.

Current report

For the three months ended June 30, 2025, revenues increased by $2,295,053 or 43.44%, as compared to the three months ended June 30, 2024. The increase was attributable to increased demand from our customers due to increased sales to end users.

Current report

Selling, general and administrative expenses were $2,451,832 and $2,191,948 for the three months ended June 30, 2025 and 2024, respectively, representing an increase of $259,884, or 11.86%. The increase was largely attributable to an increase in selling costs related to increased revenues.

Current report

Gain on extinguishment of liabilities was $0 for the six months ended June 30, 2025 versus $6,497,193 for the six months ended June 30, 2024.

Current report

Six Months Ended June 30, 2024 versus Six Months Ended June 30, 2023

Current report

For the six months ended June 30, 2025, revenues increased by $4,250,343 or 32.10%, as compared to the six months ended June 30, 2024. The increase was attributable to increased demand from our customers due to increased sales to end users.

Current report

For the six months ended June 30, 2025, gross profit decreased by $654,238 or 24.12%, as compared to the six months ended June 30, 2024. The decrease was largely attributable to lower margin product sales.

Current report

Interest expense was $2,565,530, for the six months ended June 30, 2025, versus $2,522,365 for the six months ended June 30, 2024. The increase in interest expense was largely attributable to higher average borrowings under the lines of credit.

Current report

Gain on extinguishment of liabilities was $0 for the six months ended June 30, 2025 versus $6,497,193 for the six months ended June 30, 2024.

Current report

Income tax (benefit) expense was $(28,793) and $0 for the six months ended June 30, 2025 and 2024, respectively. The Company has significant net operating loss carryforwards and is able to apply for R&D credits.
Removed paragraphs (42)

Previous report

In connection with Mr. Vassilakos’ appointment as the Executive Chairman and Chief Executive Officer of the Company, on March 17, 2024, the Company and Mr. Vassilakos entered into an Employment Agreement (the “Vassilakos Employment Agreement”), which supersedes and replaces the Employment Agreement dated October 16, 2022, by and between Mr. Vassilakos, the Company and Forever 8. The Vassilakos Employment Agreement provides for an initial term of two years, unless earlier terminated in accordance therein, and automatic renewals for successive one (1) year terms unless either party provides timely written notice otherwise.

Previous report

Pursuant to the terms of the Vassilakos Employment Agreement, Mr. Vassilakos will be entitled to a base salary payable at the annualized rate of $300,000 per year (the “Vassilakos Base Salary”). Mr. Vassilakos is eligible for an annual cash bonus opportunity equal to up to 75% of the Vassilakos Base Salary and awards of restricted stock units up to 100% of the Vassilakos Base Salary, subject to the terms and conditions of the Incentive Plan and the Company’s form of restricted stock unit agreement (the “Vassilakos Bonus”), based on certain milestones to be determined in the sole and absolute discretion of the Board. Mr. Vassilakos may also be eligible for additional compensation in the sole and complete discretion of the Board or the Compensation Committee of the Board.

Previous report

In the event the Company terminates Mr. Vassilakos’ employment without cause (as defined in the Vassilakos Employment Agreement), Mr. Vassilakos will receive (i) the Accrued Obligations (as defined in the Vassilakos Employment Agreement) and (ii) severance in the amount of equal to the Vassilakos Base Salary for twelve (12) months, less applicable payroll deductions and tax withholdings. In addition, this termination will cause the vesting of all equity awards subject to the terms of the Incentive Plan held by Mr. Vassilakos and entitle Mr. Vassilakos to reimbursement of premiums associated with the continuation of health insurance benefits provided under the Vassilakos Employment Agreement during the remaining Term of Employment (as defined in the Vassilakos Employment Agreement).

Previous report

A complete copy of the Vassilakos Employment Agreement is included as an exhibit to this Annual Report.

Previous report

Brian McFadden was previously employed as the Chief Executive Officer of the Company.

Previous report

On February 26, 2024, the Company and Mr. McFadden entered into General Release and Severance Agreement (the “McFadden Severance Agreement”), effective as of the eighth day following the McFadden Severance Agreement in connection with Mr. McFadden’s resignation as Chief Executive Officer of the Company, effective as of December 31, 2023. Pursuant to the McFadden Severance Agreement, Mr. McFadden was eligible to receive $146,683 in accrued but unpaid base salary through the separation date in four quarterly payments of $36,670.75 each, less all applicable tax withholdings, by December 31, 2024.

Previous report

In consideration of the McFadden Severance Agreement, the release therein and Mr. McFadden’s resignation as Chief Executive Officer of the Company, the Company agreed to provide Mr. McFadden severance pay in the gross amount of amount of $422,500, less all lawful and authorized withholdings and deductions (the “Severance Payment”), which Severance Payment was to be paid in four quarterly installments of $105,625 per each installment, payable at the Company’s option in either cash or Common Stock, with the payment to be made as follows: (i) as of the Effective Date of the separation, on which such date Mr. McFadden shall be granted, in lieu of cash, 128,811 fully-vested restricted shares of the Common Stock at a price of $0.82 per share, which such shares of Common Stock subject to the terms and conditions of the Company’s 2022 Long-Term Incentive Plan (the “Plan”), and as of each of (ii) April 1, 2024, (iii) July 1, 2024, and (iv) October 1, 2024, payable at the Company’s option, in either cash or Common Stock. The shares of Common Stock to be issued to Mr. McFadden under installments (ii), (iii) and (iv), if applicable, shall be fully vested and the number of shares to be issued shall be determined based on the volume weighted average trading price of the Common Stock on the principal exchange on which the Common Stock is listed or admitted to trade during the period of 10 trading days immediately prior to the date of such issuance.

Previous report

Pursuant to the McFadden Severance Agreement, the Company also agreed to reimburse to Mr. McFadden the premiums associated with the continuation of Mr. McFadden’s health insurance for the period commencing on the Separation Date through December 31, 2024, pursuant to applicable law, and approved but unpaid business expenses through the Separation Date within 30 days following the Effective Date of the separation.

Previous report

Pursuant to the terms of the McFadden Severance Agreement, Mr. McFadden was to remain a director of the Company’s board from the Separation Date through March 2024, at which time Mr. McFadden would resign from the Board. On March 17, 2024, the Board approved the entry by the Company into the First Amendment to the McFadden Severance Agreement to amend Mr. McFadden’s end date of service on the Board to March 17, 2024.

Previous report

A copy of the complete McFadden Severance Agreement is included as an exhibit to this Annual Report.

Previous report

Pursuant to the terms of the Vroman Employment Agreement, Mr. Vroman is employed as the Chief Financial Officer of the Company. Mr. Vroman’s employment under the Vroman Employment Agreement was to last until September 27, 2024, unless earlier terminated pursuant to the terms of the agreement.

Previous report

Pursuant to the terms of Mr. Vroman’s employment agreement, Mr. Vroman was to receive, subject to approval by the Board, an annual grant of 180,000 restricted stock units convertible into shares of the Company’s common stock, which shall be immediately vested and subject to the terms and conditions of the Company’s 2022 Long-Term Incentive Plan. This reflects an increase from the 135,000 shares provided to Mr. Vroman under the March Vroman Agreement. Mr. Vroman will be entitled to a base salary payable at the annualized rate of $292,000 per year (the “Vroman Base Salary”), which reflects an increase from the $250,000 provided to Mr. Vroman under the March Vroman Agreement. Mr. Vroman is eligible for an annual cash bonus opportunity equal to 100% of the Vroman Base Salary (the “Vroman Bonus”) based on the achievement of performance goals as determined by the Company’s audit committee and the Board. The Vroman Bonus reflects a decrease on a percentage basis from the maximum 150% of base salary provided for in the March Vroman Agreement.

Previous report

In addition, Mr. Vroman shall under some circumstances be entitled to receive additional shares of the Company’s common stock contingent upon the satisfaction of certain additional performance goals. Mr. Vroman shall be entitled to receive a maximum total of 990,000 shares upon full satisfaction of certain corporate growth achievements based upon a review of the Company’s audited financial statements and subject to the approval of the Board. This reflects an increase over the March Vroman Agreement, which provided that Mr. Vroman would be eligible to receive a maximum of 450,000 shares in connection with revenue growth. Mr. Vroman shall be eligible to receive a one-time bonus of 180,000 shares in the event that the Company achieves a positive cash flow based on a review of the Company’s audited financial statements and subject to the review of the Board. The March Vroman Agreement provided for a substantially similar bonus in connection with cash flow. Mr. Vroman shall be eligible to receive a bonus of a maximum aggregate of 1,600,000 shares in the event that certain market capitalization milestones are met based on a review of the Company’s audited financial statements and subject to approval by the Board. This reflects an increase above the maximum aggregate of 1,575,000 shares provided for in connection with meeting market capitalization milestones under the March Vroman Agreement. Subsequent to receiving the maximum aggregate 1,600,000 shares provided for under the first three market capitalization milestones, Mr. Vroman will be eligible to receive additional bonuses of 135,000 shares for each doubling in market capitalization of the Company over the market capitalization recorded at the prior bonus threshold, provided such increase is sustained for a period of at least three consecutive trading days. Though specific milestone thresholds and timing requirements vary, the March Vroman Agreement contained a substantially similar provision with respect to a continuing market capitalization bonus. Mr. Vroman may also be eligible for additional compensation in the sole and complete discretion of the Board.

Previous report

Mr. Vroman will be eligible to participate in all health, medical, dental and life insurance policies offered to employees of the Company, and the Company will pay all applicable premiums. The Company will reimburse Mr. Vroman up to $10,000 per year as a car allowance, reimburse Mr. Vroman up to $2,500 for home office expenses and reimburse Mr. Vroman for all reasonable out-of-pocket expenses incurred by him in the conduct of the Company’s business. The Vroman Employment Agreement provides Mr. Vroman with four (4) weeks of paid vacation and five (5) days of paid personal time. The Vroman Employment Agreement also provides Mr. Vroman with liability insurance coverage and shall reimburse certain financial planning expenses incurred by Mr. Vroman. All terms provided in this paragraph are substantially similar to those provided in the March Vroman Agreement.

Previous report

In the event the Company terminates Mr. Vroman’s employment without cause (as defined in the Vroman Employment Agreement), Mr. Vroman will receive (i) the Accrued Obligation (as defined in the Vroman Employment Agreement) and (ii) severance in the amount of equal to the Vroman Base Salary for twenty-four (24) months. In addition, this termination will cause the vesting of all Eightco common stock held by Mr. Vroman and entitle Mr. Vroman to reimbursement of premiums associated with the continuation of health insurance benefits provided under the Vroman Employment Agreement during the remaining Term of Employment (as defined in the Vroman Employment Agreement).

Previous report

On February 26, 2024, the Company and Brett Vroman entered into General Release and Severance Agreement (the “Vroman Severance Agreement”), effective as of the eighth date following the Vroman Severance Agreement in connection with the termination of the amended and restated employment agreement, by and between the Company and Mr. Vroman, effective as of September 27, 2022. Pursuant to the Vroman Severance Agreement, as of the Separation Date, the Vroman Employment Agreement shall terminate, and no party shall have any further obligation or liability thereunder except as related to any obligations that survive employment termination, including but not limited to the obligations set forth under the Employee Confidential Disclosure, Invention Assignment, Non-Competition, Non-Solicitation and Non-Interference Agreement, attached to the Vroman Employment Agreement.

Previous report

Pursuant to the Vroman Severance Agreement, the Company will provide Mr. Vroman with (i) back pay wages through the Separation Date in the amount of $151,615.46, less all lawful and authorized withholdings and deductions, to be paid as soon as practicable following the Vroman Effective Date and (ii) severance of 24 months of Mr. Vroman’s base salary, less all lawful and authorized withholdings and deductions, under the Vroman Employment Agreement. Pursuant to the Vroman Severance Agreement, the Company shall also reimburse to Mr. Vroman the premiums associated with the continuation of Mr. Vroman’s health insurance for the period commencing on the Separation Date through December 31, 2024, pursuant to applicable law, expenses in accordance with the Company’s expense reimbursement policy, and the full vesting of any earned shares of Common Stock. The Vroman Severance Agreement also provides for a mutual waiver and release of any claims in connection with Mr. Vroman’s employment, separation and departure from the Company, and for certain customary covenants regarding confidentiality.

Previous report

Additionally, on February 22, 2024, the Company and CXO Lite, LLC, a limited liability company organized under the laws of Pennsylvania, of which Mr. Vroman is the sole member, entered into a consulting agreement (the “CXO Lite Consulting Agreement”) pursuant to which Mr. Vroman shall be engaged and continue to serve the Company as its Chief Financial Officer.

Previous report

A copy of the complete Vroman Severance Agreement and CXO Lite Consulting Agreement are included as an exhibits to this Annual Report.

Previous report

Kevin O’Donnell Employment Agreement and Separation Agreement

Previous report

On February 22, 2024, the Board appointed Kevin O’Donnell as Interim Chief Executive Officer of the Company, effective as of the Separation Date, to serve until a successor is chosen and qualified, or until his earlier resignation or removal.

Previous report

On March 17, 2024, Kevin O’Donnell resigned as Executive Chairman and Interim Chief Executive Officer of the Company, effective immediately. Mr. O’Donnell’s resignation was not the result of any disagreement regarding any matter relating to the Company’s operations, policies, or practices.

Previous report

In connection with Mr. O’Donnell’s resignation from these positions, on March 17, 2024, the Company and Kevin O’Donnell entered into a General Release and Severance Agreement (the “O’Donnell Severance Agreement”), effective as of March 17, 2024 (the “O’Donnell Effective Date”). The O’Donnell Severance Agreement terminated of the amended and restated employment agreement, by and between the Company and Mr. O’Donnell, effective as of October 21, 2022 (the “O’Donnell Employment Agreement”). Pursuant to the O’Donnell Severance Agreement, as of the O’Donnell Effective Date, the O’Donnell Employment Agreement shall terminate forever, and no party shall have any further obligation or liability thereunder except as related to any obligations that survive employment termination, including but not limited to the obligations set forth under the Employee Confidential Disclosure, Invention Assignment, Non-Competition, Non-Solicitation and Non-Interference Agreement, attached to the O’Donnell Employment Agreement.

Previous report

Pursuant to the O’Donnell Severance Agreement, the Company will provide Mr. O’Donnell with (i) back pay wages through the Separation Date in the amount of $138,000, less all lawful and authorized withholdings and deductions, to be paid as soon as practicable following the O’Donnell Effective Date and (ii) severance equal to 24 months of Mr. O’Donnell’s base salary, less all lawful and authorized withholdings and deductions, under the O’Donnell Employment Agreement. Pursuant to the O’Donnell Severance Agreement, the Company shall also provide Mr. O’Donnell with (i) reimbursement of the premiums associated with the continuation of Mr. O’Donnell’s health insurance for the period commencing on the Separation Date through and including September 27, 2024, pursuant to applicable law, (ii) reimbursement of expenses in accordance with the Company’s expense reimbursement policy, and (iii) the full vesting of any earned, outstanding and unvested shares of Common Stock subject to the Plan (as define below). The O’Donnell Severance Agreement also provides for a mutual waiver and release of any claims in connection with Mr. O’Donnell’s employment, separation and departure from the Company, and for certain customary covenants regarding confidentiality.

Previous report

Gain on forgiveness of earnout includes the gain recognized related to the forfeiture of the earnout rights by the Sellers of Forever 8.

Previous report

For the three months ended March 31, 2025, revenues increased by $1,955,290 or 24.57%, as compared to the three months ended March 31, 2024. The increase was attributable to the increased sale of goods from revenue derived from the inventory management solutions business due to the Company’s additional access to capital versus the reduction in capital in 2024 due to the repayment of its outstanding convertible notes payable.

Previous report

On November 22, 2024, the Company entered into an Asset Purchase Agreement to sell substantially all of the assets of Ferguson Containers, Inc., the Company’s Corrugated Packaging Business. As a result of this agreement, Ferguson Containers has been classified as a discontinued operation for all periods presented in the consolidated financial statements.

Previous report

Revenue and operating results from Ferguson Containers are excluded from continuing operations and presented as a single line item in the consolidated statements of operations. Ferguson Containers generated revenues of $6.8 million and $7.7 million and operating income of $0.4 million and $0.7 million for the years ended December 31, 2024 and 2023, respectively.

Previous report

For the three months ended March 31, 2025, revenues totaled $1,773,929, an increase of $112,806, or 6.79%, compared to $1,661,123 for the three months ended March 31, 2024. The increase was primarily due to higher order volume from customers.

Previous report

Cost of revenues was $1,276,685 for the three months ended March 31, 2025, compared to $1,164,371 for the same period in 2024, representing an increase of $112,314, or 9.65%. The increase was primarily driven by a shift in product mix toward lower-margin corrugated materials.

Previous report

Gross profit was relatively flat at $497,244 for the three months ended March 31, 2025, compared to $496,752 in the prior-year period, reflecting a nominal increase of $492, or 0.10%. The stability in gross profit reflects the offsetting impact of higher revenues and increased cost of revenues tied to lower-margin product sales.

Previous report

Selling, general and administrative expenses were $393,013 for the three months ended March 31, 2025, compared to $334,016 for the three months ended March 31, 2024, representing an increase of $58,997, or 17.66%. The increase was primarily due to higher payroll-related costs and a $23,013 bad debt charge recorded during the current period. There were no restructuring or severance expenses in either period.

Showing the first 40 of 42 passages. Open the source sections for the rest.

Reworded paragraphs (20)

Previous wording

As used herein, “Eightco” and the “Company” refer to Eightco Holdings Inc. and subsidiaries and/or where applicable, its management, a Delaware corporation originally incorporated on September 21, 2021 (date of inception) under the laws of the State of Nevada. On March 9, 2022, the Company converted to a Delaware corporation pursuant to a plan of conversion entered into with the Former Parent. On April 4, 2023, the Company changed its name to Eightco Holdings Inc. from Cryptyde, Inc. and its stock symbol to “OCTO.” The Company is comprised of three main businesses, Forever 8 Inventory Cash Flow Solution, our Web3 Business, which includes the sale of BTC mining hardware, and our Packaging Business. Our Inventory Solution Business, Forever 8 Fund, LLC, a Delaware limited liability company focused on purchasing inventory for e-commerce retailers, which we acquired on October 1, 2022 (“Forever 8”). We no longer intend to generate revenue from our Web 3 Business. Our Packaging Business manufactures and sells custom packaging for a wide variety of products and through packaging helps customers generate brand awareness and promote brand image.

Current wording

As used herein, “Eightco” and the “Company” refer to Eightco Holdings Inc. and subsidiaries and/or where applicable, its management, a Delaware corporation originally incorporated on September 21, 2021 (date of inception) under the laws of the State of Nevada. On March 9, 2022, the Company converted to a Delaware corporation pursuant to a plan of conversion entered into with the Former Parent. On April 4, 2023, the Company changed its name to Eightco Holdings Inc. from Cryptyde, Inc. and its stock symbol to “OCTO.” The Company is comprised of three main businesses, Forever 8 Inventory Cash Flow Solution, our Web3 Business, which includes the sale of BTC mining hardware, and our Packaging Business. Our Inventory Solution Business, Forever 8 Fund, LLC, a Delaware limited liability company focused on purchasing inventory for e-commerce retailers, which we acquired on October 1, 2022 (“Forever 8”). We no longer intend to generate revenue from our Web 3 Business. Additionally, on April 7, 2025, we sold the assets that comprised the Packaging Business and we no longer intend to generate revenue from such business

Previous wording

There have been no changes to our critical accounting policies during the nine months ended September 30, 2023. Critical accounting policies and the significant accounting estimates made in accordance with such policies are regularly discussed with the Audit Committee of the Company’s board of directors. Those policies are discussed under “Critical Accounting Policies” in our “Management’s Discussion and Analysis of the Financial Condition and Results of Operations” included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022, as well as in our consolidated financial statements and the footnotes thereto, included in the Annual Report on Form 10-K.

Current wording

There have been no changes to our critical accounting policies during the three and six months ended June 30, 2025. Critical accounting policies and the significant accounting estimates made in accordance with such policies are regularly discussed with the Audit Committee of the Company’s board of directors. Those policies are discussed under “Critical Accounting Policies” in our “Management’s Discussion and Analysis of the Financial Condition and Results of Operations” included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, as well as in our consolidated financial statements and the footnotes thereto, included in the Annual Report on Form 10-K.

Previous wording

We generate the majority of our revenues from inventory financing through our wholly owned subsidiary, Forever 8. In addition, we will generate revenues from the sale of corrugated custom packaging to a wide array of customers.

Current wording

We generate the majority of our revenues from inventory financing through our wholly owned subsidiary, Forever 8.

Previous wording

Our cost of revenues includes inventory costs, materials and supplies costs, internal labor costs and related benefits, subcontractor costs, depreciation, overhead and shipping and handling costs. In addition, we will incur costs to purchase Bitcoin mining equipment which will be resold to customers and costs from the development of Web3 products and services.

Current wording

Our cost of revenues includes inventory costs, materials and supplies costs, internal labor costs and related benefits, subcontractor costs, depreciation, overhead and shipping and handling costs. In 2022, we incurred costs related to the purchase and resale of Bitcoin mining equipment through CW Machines, LLC. We no longer anticipate purchasing and reselling Bitcoin mining equipment.

Previous wording

Other income includes the interest income received the Wattum Note.

Current wording

Other income includes the interest income received from the Wattum Note and Reichard Containers Note.

Previous wording

For the three months ended March 31, 2025, cost of revenues increased by $2,531,041 or 38.53%, as compared to the three months ended March 31, 2024. The increase was largely attributable to the increase in total revenues for our inventory management solutions business as well as the mix of products sold being lower margin.

Current wording

For the three months ended June 30, 2025, cost of revenues increased by $2,373,540 or 59.94%, as compared to the three months ended June 30, 2024. The increase was largely attributable to the increase in revenues as well as the mix of products sold being lower margin.

Previous wording

For the three months ended March 31, 2025, gross profit decreased by $575,751 or 41.45%, as compared to the three months ended March 31, 2024. The decrease was largely attributable to lower margin product sales in the inventory management solutions business.

Current wording

For the three months ended June 30, 2025, gross profit decreased by $78,487 or 5.93%, as compared to the three months ended June 30, 2024. The decrease was largely attributable to lower margin product sales.

Previous wording

Interest expense was $1,288,803, for the three months ended March 31, 2025, versus $1,198,771 for the three months ended March 31, 2024. The increase in interest expense was largely attributable to the additional borrowings under the lines of credit.

Current wording

Interest expense was $1,276,726, for the three months ended June 30, 2025, versus $1,323,594 for the three months ended June 30, 2024. The decrease in interest expense was largely attributable to lower average borrowings under the lines of credit.

Previous wording

Income tax (benefit) expense was $(28,793) and $0 for the three months ended March 31, 2025 and 2024, respectively. The benefit relates to foreign income tax credits earned.

Current wording

Income tax (benefit) expense was $0 and $0 for the three months ended June 30, 2025 and 2024, respectively. The Company has significant net operating loss carryforwards and is able to apply for R&D credits.

Previous wording

Net income (loss) was $(2,654,279) for the three months ended March 31, 2025, versus $1,774,135 for the three months ended March 31, 2024. The decrease in net income was largely attributable the Company’s prior recognition of the gain on forgiveness of earnout.

Current wording

Net income (loss) was $(1,169,519) for the three months ended June 30, 2025, versus $4,448,892 for the three months ended June 30, 2024. The decrease in net income was largely attributable the Company’s prior recognition of the gain on extinguishment of liabilities.

Previous wording

The following table sets forth information comparing the components of net (loss) income from discontinued operations for the three months ended March 31, 2025 and 2024:

Current wording

The following table sets forth information comparing the components of net (loss) income for the six months ended June 30, 2025 and 2024:

Previous wording

Selling, general and administrative expenses were $2,229,425 and $3,127,943 for the three months ended March 31, 2025 and 2024, respectively, representing a decrease of $898,518, or 28.73%. 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 $4,581,257 and $5,319,891 for the six months ended June 30, 2025 and 2024, respectively, representing a decrease of $738,634, or 12.00%. The decrease was largely attributable to decreases in professional fees.

Previous wording

Restructuring and severance were $0 and $1,414,838 for the three months ended March 31, 2025 and 2024, respectively, representing a decrease of $1,414,838, or 100.00%. The decrease was largely attributable to the completion of the restructuring plan.

Current wording

Selling, general and administrative expenses were $0 and $1,414,838 for the six months ended June 30, 2025 and 2024, respectively, representing an decrease of $1,414,838, or 100.00%. The decrease was attributable to executing on the restructuring plan and reducing costs within the business.

Previous wording

Gain on forgiveness of earnout was $0 for the three months ended March 31, 2025 versus $6,100,000 for the three months ended March 31, 2024. The full amount of the earnout rights were forgiven in 2024.

Current wording

Gain on forgiveness of earnout was $0 for the six months ended June 30, 2025 versus $6,100,000 for the six months ended June 30, 2024. The full amount of the earnout rights were forgiven in 2024.

Previous wording

As reflected in the accompany financial statements for the three months ended March 31, 2025, the Company had net loss of $2.5 million and as of March 31, 2025, had stockholders’ equity of $9.3 million and approximately $0.4 million in cash and cash equivalents as compared to $0.2 million at December 31, 2024. 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 six months ended June 30, 2025, the Company had net loss of $3.6 million and as of June 30, 2025, had stockholders’ equity of $8.6 million and approximately $0.7 million in cash and cash equivalents as compared to $0.2 million at December 31, 2024. 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 Three Months Ended March 31, 2025 and 2024

Previous wording

Net cash provided by operating activities was 999,824 during the three months ended March 31, 2025, which consisted primarily of a net loss of $2,548,725, offset by depreciation and amortization of $612,664, amortization of debt issuance costs of $250,000 and changes in assets and liabilities of $2,685,885.

Current wording

Net cash provided by operating activities was 340,614 during the six months ended June 30, 2025, which consisted primarily of depreciation and amortization of $1,187,373, amortization of debt issuance costs of $500,000, and changes in assets and liabilities of $3,426,059 offset by a net loss of $3,718,245 and gain on divestiture of $1,231,774.

Previous wording

Net cash used in operating activities was $723,376 during the three months ended March 31, 2025, which consisted primarily of net income of $4,947,859, depreciation and amortization of $605,796, amortization of debt issuance costs of $587,750 and changes in assets and liabilities of ($798,719) offset largely by a gain on forgiveness of earnout of $6,100,000.

Current wording

Net cash (used in) operating activities was ($1,163,566) during the six months ended June 30, 2024, which consisted primarily of gain on extinguishment of liabilities of $6,497,193 and gain on forgiveness of earnout of $6,100,000 offset largely by 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.

Previous wording

Net cash provided by investing activities was $44,647 during the three months ended March 31, 2025 compared to $0 for the three months ended March 31, 2024. The increase in net cash provided by investing activities is largely attributable to purchases of long-lived assets.

Current wording

Net cash provided by investing activities was $397,759 during the six months ended June 30, 2025 compared to $(5,881) for the six months ended June 30, 2024. The increase in net cash provided by investing activities is largely attributable to the sale of the assets of the assets of the Corrugated Business.

Previous wording

Net cash used in financing activities was $759,937 during the three months ended March 31, 2025 compared to $($3,715,767) for the three months ended March 31, 2024. This decrease was largely attributable to less repayments of debt instruments most notably the convertible notes payable in the amount of $4,915,000 paid in 2024.

Current wording

Net cash used in financing activities was $(281,308) during the six months ended June 30, 2025 compared to $($3,715,313) for the six months ended June 30, 2024. This decrease was largely attributable to less repayments of debt instruments most notably the convertible notes payable in the amount of $4,915,000 paid in early 2024.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

For the six months ended June 30, 2025, cost of revenues increased by $4,904,581 or 46.58%, as compared to the six months ended June 30, 2024. The increase was largely attributable to the increase in revenues as well as the mix of products sold being lower margin.

Current report — wording carried from elsewhere

Net income (loss) was $(3,718,245) for the six months ended June 30, 2025, versus $6,389,855 for the six months ended June 30, 2024. The decrease in net income was largely attributable the Company’s prior recognition of the gain on extinguishment of liabilities and gain on forgiveness of earnout.