Eightco Holdings Inc.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended September 30, 2025, the Company issued a total of 178,284,653 shares of common stock and Pre-Funded Warrants to purchase 6,646,855 shares in connection with the Securities Purchase Agreement dated September 8, 2025 (the “PIPE Transaction”). The securities were issued to institutional and accredited investors at a purchase price of $1.46 per share (or $1.459 for the Pre-Funded Warrants), for gross proceeds of approximately $270 million. The issuance was conducted in reliance on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.

On September 9, 2025, the Company issued Placement Agent Warrants to purchase 3,855,822 shares of common stock to R.F. Lafferty & Co., Inc. as compensation for acting as placement agent in the PIPE Transaction. The warrants have an exercise price of $1.752 and were issued in reliance on Section 4(a)(2).

On September 9, 2025, the Company issued Strategic Advisor Warrants to purchase 9,917,844 shares of common stock to Worldcoin Tower Instant LLC pursuant to a Strategic Advisor Agreement. The warrants have an exercise price of $1.752 per share and were issued in reliance on Section 4(a)(2).

No other unregistered equity securities were issued during the period.

The Company did not repurchase any of its equity securities during the period.