Eightco Holdings Inc.
For the period ended Dec 31, 2025. Filed Apr 15, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Apr 15, 2026
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-K
Period ended 2024-12-31; filed 2025-04-15.
0001641172-25-004802
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-04-15.
0001493152-26-016664
Item 7. 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 154 previous paragraphs and 140 current paragraphs.
83 unchanged; 15 reworded; 41 added; 55 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 6 previous and 5 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 (41)
Current report
As of the date of this filing, $2,075,000 has been committed by the lenders.
Current report
As of the date of this filing, $6,450,000 has been committed by the lender.
Current report
We generate the substantial majority of our revenues from inventory financing and inventory management services through our wholly owned subsidiary, Forever 8. Our revenues are primarily derived from the purchase and resale of consumer products to e-commerce retailers under our inventory management solutions model. Following the adoption of our Digital Asset Treasury (“DAT”) strategy in September 2025, the Company does not expect to generate revenue from digital asset activities.
Current report
Cost of Revenues
Current report
Selling, general and administrative expenses include selling and marketing costs, payroll and employee-related expenses, administrative expenses, professional fees, insurance, technology and software costs, and other overhead required to support both our Forever 8 operations and our corporate infrastructure. SG&A also includes expenses associated with supporting the Digital Asset Treasury function, including custodial fees, compliance costs, and professional services related to digital asset oversight.
Current report
Restructuring and severance expenses consist of costs associated with organizational changes, including employee severance, benefits continuation, contract termination costs, and costs associated with facility consolidations or other restructuring activities. These expenses vary depending on management’s strategic initiatives. No restructuring or severance costs were incurred during the periods presented.
Current report
Interest expense reflects the cost of borrowings under our lines of credit and other financing arrangements used to support our Forever 8 inventory-financing activities. Interest income primarily includes earned interest on notes receivable and cash-equivalent investments, as well as yield earned on short-term instruments.
Current report
Change in Fair Value of Digital Assets
Current report
Beginning in September 2025, following the deployment of our Digital Asset Treasury strategy, the Company holds digital assets measured at fair value in accordance with ASU 2023-08. Changes in the fair value of digital assets including both realized and unrealized gains and losses are recognized in earnings in the period in which they occur. Because the DAT is not a revenue-generating activity, changes in fair value represent a key driver of period-over-period volatility in our results of operations.
Current report
Gain on Divestiture
Current report
Gain on divestiture represents gains recognized in connection with the sale of assets. This includes the gain recognized on the sale of the Ferguson Containers corrugated packaging business on April 7, 2025.
Current report
Gain on Extinguishment of Liabilities
Current report
Gain on extinguishment of liabilities includes gains recognized when outstanding liabilities are settled for amounts less than their carrying value, or when obligations are legally extinguished. No such gains were recorded during the periods presented.
Current report
Other income includes the interest income received from the Wattum Note and Reichard Containers Note.
Current report
For the year ended December 31, 2025, revenues were $32,981,126, representing a decrease of $6,640,146, or 16.76%, compared to revenues of $39,621,272 for the year ended December 31, 2024. The decrease was primarily driven by lower volumes through our Forever 8 inventory management platform as we continued to exit structurally unprofitable liquidation-model customer relationships and transitioned our mix toward higher-quality recurring inventory financing arrangements. Revenues from our discontinued Corrugated Packaging Business are excluded from continuing operations and presented separately.
Current report
Cost of Revenues
Current report
Cost of revenues was $32,446,797 for the year ended December 31, 2025 compared to $33,639,274 for the year ended December 31, 2024, a decrease of $1,192,477, or 3.54%. The decrease is primarily attributable to lower inventory volumes consistent with the decline in revenues partially offset by reserves for obsolescence. Cost of revenues as a percentage of revenues increased to 98.38% for 2025 compared to 84.91% in 2024, reflecting continued near-term margin compression as the Company works through older inventory positions and completes its transition away from lower-margin liquidation arrangements.
Current report
Gross profit decreased to $534,329 for the year ended December 31, 2025, compared to $5,981,998 for the year ended December 31, 2024, a decline of $5,447,669, or 91.07%. Gross margin for 2025 was 1.62%, compared to 15.10% in 2024. The compression in gross margin reflects the impact of recognition of reserves for inventory obsolescence related to estimated recovery value of inventory and certain product mix shifts, inventory write-downs associated with exiting the liquidation business model, and lower overall volume leverage.
Current report
Selling, general and administrative (“SG&A”) expenses were $23,894,648 for the year ended December 31, 2025, compared to $12,759,719 for the year ended December 31, 2024, an increase of $11,134,929, or 87.27%. The increase was primarily attributable to: (i) higher share-based compensation of approximately $10.3 million related to grants issued to employees, directors, and service providers in connection with capital-raising activities; (ii) increased professional fees and legal and advisory costs associated with implementing the Company’s Digital Asset Treasury (“DAT”) strategy; and (iii) higher custodial, compliance, and technology costs associated with managing the Company’s digital asset holdings.
Current report
The Company recognized impairment charges of $33,854,230 during the year ended December 31, 2025, related to the write-down of goodwill and intangible assets primarily associated with the Forever 8 acquisition. These charges reflect the Company’s strategic pivot away from the Forever 8 business toward its Digital Asset Treasury strategy. Given the decision to wind down Forever 8 operations and cease further investment in the business, the carrying value of goodwill and intangible assets was no longer supportable. No impairment charges were recorded in 2024. The Company did not incur any restructuring or severance costs in 2025, compared to $1,414,838 in 2024 which related to organizational changes made during the prior year.
Current report
Total operating expenses were $57,748,878 for the year ended December 31, 2025 compared to $14,174,557 for the year ended December 31, 2024, an increase of $43,574,321, reflecting the impairment charges and higher SG&A described above.
Current report
Interest expense was $(4,082,409) for the year ended December 31, 2025, compared to $(5,287,920) for the year ended December 31, 2024, a decrease of $1,205,511, or 22.80%. The reduction reflects lower average outstanding debt balances during 2025 as certain convertible notes payable to related parties were extinguished in connection with the Company’s capital-raising transactions and the forgiveness of related party obligations. The Company’s line of credit balance as of December 31, 2025 was $10,740,000, representing the primary remaining debt obligation.
Current report
Gain on Divestiture
Current report
The Company recognized a gain on divestiture of $1,231,774 during the year ended December 31, 2025, related to the sale of substantially all of the assets comprising its Corrugated Packaging Business (Ferguson Containers, Inc.) which closed on April 7, 2025. The transaction resulted in gross proceeds to the Company of $557,835 in cash plus a $2.5 million seller note receivable, and the buyer assumed certain liabilities. No comparable gain was recorded in 2024.
Current report
Change in Fair Value of Digital Assets
Current report
The Company recognized a loss of $(202,299,922) related to the change in fair value of digital assets during the year ended December 31, 2025. Beginning in September 2025, following the Board of Directors’ adoption of a Digital Asset Treasury strategy, the Company began acquiring Worldcoin (WLD), Ethereum (ETH), and other digital assets measured at fair value pursuant to ASU 2023-08. The fair value losses reflect unrealized declines in the market prices of those holdings between acquisition and December 31, 2025. The Company did not hold digital assets during the comparable 2024 period. While these non-cash fair value adjustments significantly impacted reported net income for the year, the Company’s cash and digital asset holdings at year-end remained substantial, as reflected on the balance sheet.
Current report
Other Income
Current report
Other income was $275,522 for the year ended December 31, 2025, compared to $107,760 for the year ended December 31, 2024, representing interest received under the Wattum Note and the new Reichard Containers Note receivable. The Company expects these notes to continue generating modest interest income in future periods.
Current report
Income (Loss) Before Income Taxes
Current report
Loss before income taxes was $(262,089,584) for the year ended December 31, 2025, compared to income before income taxes of $154,474 for the year ended December 31, 2024. The substantially increased loss reflects the loss of $202,299,922 related to the change in fair value of digital assets, the $33,854,230 impairment charge, the $11,134,929 increase in SG&A, and lower gross profit, partially offset by the $1,231,774 gain on divestiture and lower interest expense. The 2024 income was driven in part by a $7,427,193 gain on extinguishment of liabilities and a $6,100,000 gain on forgiveness of earnout, which did not recur in 2025.
Current report
Income Tax Expense
Current report
Income tax expense was $20,155 for the year ended December 31, 2025, compared to a benefit of $135,337 for the year ended December 31, 2024. The Company continues to maintain a full valuation allowance against its net deferred tax assets as it is more likely than not that these assets will not be realized in the near term.
Current report
Net Income (Loss)
Current report
Net loss from continuing operations was $(262,109,739) for the year ended December 31, 2025, compared to net income from continuing operations of $289,811 for the year ended December 31, 2024. Net income from discontinued operations was $96,679 for the year ended December 31, 2025, compared to $418,716 for 2024, reflecting the partial-year contribution of the Corrugated Packaging Business through its sale date of April 7, 2025. Total net loss was $(262,013,060) for 2025 compared to net income of $708,527 for 2024. The year-over-year change is driven primarily by the non-cash loss on the change in the fair value of digital assets of $202,299,922 and the $33,854,230 impairment charge, both of which are non-cash items that do not affect the Company’s liquidity or cash position.
Current report
Eightco Holdings Inc. funds its operations through a combination of equity and debt financing, including proceeds from its At-The-Market (“ATM”) offering program, private placement transactions, and borrowings under its line of credit facility. During the year ended December 31, 2025, the Company substantially strengthened its liquidity position through a series of capital transactions, including a PIPE transaction raising approximately $251.2 million, ATM proceeds of approximately $187.0 million, and proceeds from prefunded warrants of approximately $9.7 million, for total gross equity proceeds of approximately $447.9 million. These proceeds were deployed primarily into the Company’s Digital Asset Treasury.
Current report
As of December 31, 2025, the Company had cash and cash equivalents of $58,501,108, compared to $239,187 as of December 31, 2024. In addition to cash, the Company held digital assets at fair value of $175,901,645 as of December 31, 2025. Combined cash and digital assets were approximately $234.4 million as of December 31, 2025, representing a substantial increase from the prior year and reflecting the Company’s successful execution of its capital strategy. Total assets increased to $250,193,124 at December 31, 2025 from $50,848,355 at December 31, 2024, and total liabilities decreased to $17,975,088 from $39,332,415, resulting in total stockholders’ equity of $232,218,036 compared to $11,515,940 at December 31, 2024.
Current report
Outstanding debt as of December 31, 2025 consisted of $8,150,000 under the Company’s lines of credit and $2,590,000 under lines of credit with related parties, for total outstanding lines of credit of $10,740,000. The lines of credit bear interest at rates ranging from 12% to 18% and are collateralized by the inventory of the Company.
Current report
The sale of the Ferguson Containers corrugated packaging business was completed on April 7, 2025. The Company received $557,835 in cash proceeds at closing plus a $2.5 million seller note receivable, and the buyer assumed certain liabilities. The divestiture generated a gain of $1,231,774 and eliminated the operating overhead associated with that business segment.
Current report
Net cash used in operating activities was $(10,973,526) during the year ended December 31, 2025. This consisted primarily of a net loss of $(262,109,739) from continuing operations and net income of $96,679 from discontinued operations, adjusted for significant non-cash items including: (i) the $202,299,922 change in fair value of digital assets (non-cash); (ii) impairment charges of $33,854,230; (iii) share-based compensation of $10,254,724; (iv) depreciation and amortization of $2,339,052; (v) reserve for bad debts and obsolescence of $2,900,000 and (vi) amortization of debt issuance costs of $750,000. Working capital changes provided a modest source of cash, including improvements in accounts receivable of $458,226 and accounts payable of $1,177,826, partially offset by inventory growth of $(1,538,967). Net cash used in operating activities was $(6,637,101) during the year ended December 31, 2024.
Current report
Net cash used in investing activities was $(378,731,202) during the year ended December 31, 2025, compared to $(70,098) for the year ended December 31, 2024. The significant increase was driven primarily by the Company’s deployment of capital into digital assets of $(378,201,567), consistent with its Digital Asset Treasury strategy adopted in September 2025. Additional investing outflows included the investment in Mythical Games of $999,999 and purchases of property and equipment of $(2,208), partially offset by collections on loan held-for-investment of $517,062. Net cash used by discontinued investing activities was $(44,490).
Showing the first 40 of 41 passages. Open the source sections for the rest.
Removed paragraphs (55)
Previous report
Financings and Forever 8 Acquisition
Previous report
As of the date of this filing, $2,375,000 has been committed by the lenders.
Previous report
As of the date of this filing, $7,225,000 has been committed by the lender.
Previous report
Series A Preferred Stock Designation and Dividend
Previous report
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, for each outstanding share of the Company’s common stock, par value $0.001 per share to stockholders of record at 5:00 p.m. Eastern Time on January 27, 2023 (the “Record Date”).
Previous report
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 designated is three hundred thousand (300,000). All shares of Series A Preferred Stock issued have been since redeemed.
Previous report
We generate the majority of our revenues from inventory financing through our wholly owned subsidiary, Forever 8. Additionally, we generate revenues from the sale of corrugated custom packaging to a wide array of customers. In 2022, the Company generated revenues from the sale of Bitcoin mining equipment through CW Machines, LLC. The Company no longer expects to generate revenue from this business line.
Previous report
Selling, general and administrative expenses consist of selling, marketing, advertising, payroll, administrative, finance and professional expenses.
Previous report
Restructuring and severance expenses include costs related to workforce reductions, facility closures, and strategic realignments intended to improve operational efficiency and reduce future costs. These expenses may fluctuate based on the scope and timing of restructuring initiatives***.***
Previous report
Interest expense includes the cost of our borrowings under our debt arrangements. Interest income includes the interest earned under our notes receivable.
Previous report
Other income includes the gain on disposal of the building located in Washington, New Jersey.
Previous report
Continuing Operations
Previous report
For the year ended December 31, 2024, revenues decreased by $27,947,081 or 41.36%, as compared to the year ended December 31, 2023. The decrease was primarily the result of decreased revenues due to less capital utilized to purchase inventory for our customers to allow for repayment of debt. In addition, the Company had revenues of $0 and $0 for the years ended December 31, 2024 and 2023, respectively, related to its BTC Mining Equipment Business. The Company no longer generates revenues related to CW Machines.
Previous report
For the year ended December 31, 2024, cost of revenues decreased by $27,669,287 or 45.13%, as compared to the year ended December 31, 2023. The decrease was largely attributable to the decrease in revenues. In addition, the Company had cost of revenues of $0 and $0 for the years ended December 31, 2024 and 2023, respectively, related to its BTC Mining Equipment Business. The Company no longer generates revenues related to CW Machines.
Previous report
For the year ended December 31, 2024, gross profit decreased by $277,794, or 4.44%, as compared to the year ended December 31, 2023. The decrease was largely attributable to the decrease in revenues. In addition, the Company had gross profit of $0 and $0 for the years ended December 31, 2024 and 2023, respectively, related to its BTC Mining Equipment Business. The Company no longer generates revenues related to CW Machines.
Previous report
Selling, general and administrative expenses were $12,759,719 and $14,805,627 for the years ended December 31, 2024 and 2023, respectively, representing a decrease of $2,045,908, or 13.82%. The decrease was largely attributable to the decrease in salaries and professional fees offset by an increase in fees for investor relations.
Previous report
Restructuring and severance expenses were $1,414,838 and $2,133,982 for the years ended December 31, 2024 and 2023, respectively, representing a decrease of $719,144, or 33.70%. The decrease was largely attributable to the completion of the restructuring plan.
Previous report
Interest expense was $5,287,920 for the year ended December 31, 2024, versus $11,553,477 for the year ended December 31, 2023. The decrease in interest expense was largely attributable to the full amortization of debt issuance costs related to borrowings under the convertible notes payable.
Previous report
Total other (expense) income
Previous report
Total other (expense) income was $8,347,033 for the year ended December 31, 2024 versus ($58,377,298) for the year ended December 31, 2023. The increase in total other income (expense) was largely attributable to no further charges for the loss on issuance of warrants and amortized interest expense under the convertible notes payable.
Previous report
Income tax benefit
Previous report
Income tax benefit was $(135,337) for the year ended December 31, 2024, versus an income tax expense benefit of $0 for the year ended December 31, 2023, respectively. The increase in income tax benefit for the year ended December 31, 2024 was a result of recovery for foreign taxes related to Forever 8 EU for the year ended December 31, 2024.
Previous report
Net income (loss) from continuing operations
Previous report
Net income (loss) from continuing operations was $289,811 for the year ended December 31, 2024, versus a net loss of ($69,057,115) for the year ended December 31, 2023. The improvment in net income (loss) was largely attributable to no further charges for the loss on issuance of warrants and amortized interest expense under the convertible notes payable.
Previous report
Discontinued Operations
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
The Company expects the sale to close in the second quarter of 2025, subject to customary closing conditions.
Previous report
Revenue
Previous report
For the year ended December 31, 2024, revenues from Corrugated Packaging decreased by $905,854 or 11.72%, as compared to the year ended December 31, 2023. The decrease was primarily attributable to a reduction in revenue resulting from decreased orders from a key customer.
Previous report
For the year ended December 31, 2024, cost of revenues from Corrugated Packaging decreased by $516,124 or 9.39%, as compared to the year ended December 31, 2023. The decrease was largely attributable to the decrease in revenues.
Previous report
Gross Profit
Previous report
For the year ended December 31, 2024, gross profit from Corrugated Packaging decreased by $389,730, or 17.46%, as compared to the year ended December 31, 2023. The decrease was largely attributable to the decrease in revenues.
Previous report
Operating Expenses
Previous report
Selling, general and administrative expenses were $1,439,964 and $1,530,024 for the years ended December 31, 2024 and 2023, respectively, representing a decrease of $90,060, or 5.89%. The decrease was largely attributable to a decrease in salaries.
Previous report
Interest Expense
Previous report
Interest expense was $0 for the year ended December 31, 2024, versus $112 for the year ended December 31, 2023.
Previous report
Total other income
Previous report
Total other income was 6,613 for the year ended December 31, 2024 versus 34,056 for the year ended December 31, 2023. The decrease in total other income (expense) was largely attributable to insurance reimbursements.
Previous report
Income tax benefit
Showing the first 40 of 55 passages. Open the source sections for the rest.
Reworded paragraphs (15)
Previous wording
As used herein, “Eightco” and the “Company” refer to Eightco Holdings Inc., a Delaware corporation originally incorporated on September 21, 2021 (date of inception) under the laws of the State of Nevada, and its subsidiaries. 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 3, 2023, the Company changed its name to Eightco Holdings Inc. from Cryptyde, Inc. and its stock symbol to “OCTO.” The Company is comprised of two main businesses, Forever 8’s Inventory Cash Flow Solution and the Corrugated Packaging Business of Ferguson Containers. We acquired Forever 8 in October 2022 and it is focused on purchasing inventory and becoming the supplier for e-commerce retailers. We no longer intend to generate revenue from our Web 3 Business. Our Corrugated 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
The Company previously comprised of two main businesses, Forever 8’s Inventory Cash Flow Solution and the Corrugated Packaging Business of Ferguson Containers. We acquired Forever 8 in October 2022 and it is focused on purchasing inventory and becoming the supplier for e-commerce retailers. We no longer intend to generate revenue from our Web 3 Business. Our Corrugated Packaging Business manufactured and sold custom packaging for a wide variety of products and through packaging helps customers generate brand awareness and promote brand image. In April 2025, the Company divested the Corrugated Packaging Business.
Previous wording
On June 29, 2022, the Company separated from the Former Parent, Vinco Ventures Inc. (“Vinco”). As previously announced, we concluded a spin-off from Vinco in May 2022 (the “Separation”). Following the Separation, we are an independent, publicly traded company, and Vinco retains no ownership interest in our Company.
Current wording
On June 29, 2022, the Company separated from the former parent, Vinco. As previously announced, we concluded a spin-off from Vinco in May 2022 (the “Separation”). Following the Separation, we are an independent, publicly traded company, and Vinco retains no ownership interest in our Company.
Previous wording
As of the date of this filing, $175,000 has been committed by the lender and subsequent lenders.
Current wording
As of the date of this filing, $150,000 has been committed by the lender and subsequent lenders.
Previous wording
In connection with the Series D Agreement, on March 15, 2024, Forever 8 also entered into a Subordination Agreement (the “Subordination Agreement”) with each of the lenders, the several individuals, financial institutions or entities from time to time party thereto (collectively, the “Senior Lenders”) and the collateral agent for the Senior Lenders. Forever 8 additionally entered into an Intercreditor Agreement (the “Intercreditor Agreement”) with the lenders party thereto and the collateral agent for such lenders. As of the date of this filing, a total of $250,000 has been committed by the lender.
Current wording
In connection with the Series D Agreement, on March 15, 2024, Forever 8 also entered into a Subordination Agreement (the “Subordination Agreement”) with each of the lenders, the several individuals, financial institutions or entities from time to time party thereto (collectively, the “Senior Lenders”) and the collateral agent for the Senior Lenders. Forever 8 additionally entered into an Intercreditor Agreement (the “Intercreditor Agreement”) with the lenders party thereto and the collateral agent for such lenders. As of the date of this filing, a total of $0 has been committed by the lender.
Previous wording
In the event that the VWAP of the Eightco Shares the later of (i) the 15 trading days immediately prior to the date the put right pursuant to Section 7(b) of the Amended Operating Agreement (as defined below) is exercisable and (ii) the 15 trading days following the Company’s filing of its Annual Report on Form 10-K for the fiscal year ending December 31, 2022 is less than $3.07, then Sellers shall be entitled to receive an additional number of Preferred Units (“Additional Base Preferred Units” and together with the Initial Base Preferred Units, the “Total Base Preferred Unit Consideration”) such that the Total Base Preferred Unit Consideration multiplied by the Additional Base Preferred Unit VWAP equals $21.5 million; provided that in no event shall more than 3,750,000 Additional Base Preferred Units be issued.
Current wording
In the event that the VWAP of the shares of the Company’s common stock the later of (i) the 15 trading days immediately prior to the date the put right pursuant to Section 7(b) of the Amended Operating Agreement (as defined below) is exercisable and (ii) the 15 trading days following the Company’s filing of its Annual Report on Form 10-K for the fiscal year ending December 31, 2022 is less than $3.07, then Sellers shall be entitled to receive an additional number of Preferred Units (“Additional Base Preferred Units” and together with the Initial Base Preferred Units, the “Total Base Preferred Unit Consideration”) such that the Total Base Preferred Unit Consideration multiplied by the Additional Base Preferred Unit VWAP equals $21.5 million; provided that in no event shall more than 3,750,000 Additional Base Preferred Units be issued.
Previous wording
In accordance with the Purchase Agreement, the Company’s existing operating agreement was amended and restated. The amended and restated operating agreement (the “Operating Agreement”) provides for, among other things, a put right for designated members (the “Preferred Members”). The Preferred Members (who are the Sellers) have a put right to cause Eightco to redeem certain Preferred Units, from time to time on or after the six-month anniversary following the Closing. Upon exercise of the put right, each Initial Base Preferred Unit (as defined in the Purchase Agreement) shall be exchanged for one Eightco share.
Current wording
In accordance with the Purchase Agreement, the Company’s existing operating agreement was amended and restated. The amended and restated operating agreement (the “Operating Agreement”) provides for, among other things, a put right for designated members (the “Preferred Members”). The Preferred Members (who are the Sellers) have a put right to cause Eightco to redeem certain Preferred Units, from time to time on or after the six-month anniversary following the Closing. Upon exercise of the put right, each Initial Base Preferred Unit (as defined in the Purchase Agreement) shall be exchanged for one share of the Company’s common stock.
Previous wording
(a) starting on the later of (i) six (6) months following the Closing and (ii) the Threshold Date (as defined in the Subordination Agreement), one (1) Eightco Share per Initial Base Preferred Unit being redeemed up to a maximum of 6,281,949 Initial Base Preferred Units;
Current wording
(a) starting on the later of (i) six (6) months following the Closing and (ii) the Threshold Date (as defined in the Subordination Agreement), one (1) share of the Company’s common stock per Initial Base Preferred Unit being redeemed up to a maximum of 6,281,949 Initial Base Preferred Units;
Previous wording
(b) upon the satisfaction of (i) the receipt of Shareholder Approval on or prior to June 30, 2023, (ii) six (6) months following the Closing and (iii) the occurrence of the Threshold Date, one (1) Eightco Share per Initial Base Preferred Units that could not be converted due to the 6,281,949 unit limit in Section 7.01(a) of the Operating Agreement (such shares being an aggregate of 718,051 Initial Base Preferred Units being defined as the “Extra Initial Base Preferred Units”) being redeemed, and one (1) OCTO Share per Additional Base Preferred Unit being redeemed;
Current wording
(b) upon the satisfaction of (i) the receipt of Shareholder Approval on or prior to June 30, 2023, (ii) six (6) months following the Closing and (iii) the occurrence of the Threshold Date, one (1) share of the Company’s common stock per Initial Base Preferred Units that could not be converted due to the 6,281,949 unit limit in Section 7.01(a) of the Operating Agreement (such shares being an aggregate of 718,051 Initial Base Preferred Units being defined as the “Extra Initial Base Preferred Units”) being redeemed, and one (1) share of the Company’s common stock per Additional Base Preferred Unit being redeemed;
Previous wording
(d) upon the satisfaction of (i) the receipt of Shareholder Approval on or prior to June 30, 2023, (ii) six (6) months following the time a Preferred Unit issued in connection with the first Earn-Out Target is earned under Section 1.04 of the Purchase Agreement and (iii) the occurrence of the Threshold Date, one (1) OCTO Share per Earnout One Unit being redeemed;
Current wording
(d) upon the satisfaction of (i) the receipt of Shareholder Approval on or prior to June 30, 2023, (ii) six (6) months following the time a Preferred Unit issued in connection with the first Earn-Out Target is earned under Section 1.04 of the Purchase Agreement and (iii) the occurrence of the Threshold Date, one (1) share of the Company’s common stock per Earnout One Unit being redeemed;
Previous wording
(f) upon the satisfaction of (i) the receipt of Shareholder Approval on or prior to June 30, 2023, (ii) six (6) months following the time a Preferred Unit issued in connection with the second Earn-Out Target is earned under Section 1.04 of the Purchase Agreement and (iii) the occurrence of the Threshold Date, one (1) OCTO Share per Earnout Two Unit being redeemed;
Current wording
(f) upon the satisfaction of (i) the receipt of Shareholder Approval on or prior to June 30, 2023, (ii) six (6) months following the time a Preferred Unit issued in connection with the second Earn-Out Target is earned under Section 1.04 of the Purchase Agreement and (iii) the occurrence of the Threshold Date, one (1) share of the Company’s common stock per Earnout Two Unit being redeemed;
Previous wording
(h) upon the satisfaction of (i) the receipt of Shareholder Approval on or prior to June 30, 2023, (ii) six (6) months following the time a Preferred Unit issued in connection with the third Earn-Out Target is earned under Section 1.04 of the Purchase Agreement and (iii) the occurrence of the Threshold Date, one (1) OCTO Share per Earnout Three Unit being redeemed;
Current wording
(h) upon the satisfaction of (i) the receipt of Shareholder Approval on or prior to June 30, 2023, (ii) six (6) months following the time a Preferred Unit issued in connection with the third Earn-Out Target is earned under Section 1.04 of the Purchase Agreement and (iii) the occurrence of the Threshold Date, one (1) share of the Company’s common stock per Earnout Three Unit being redeemed;
Previous wording
Pursuant to the Operating Agreement, Eightco unconditionally guaranteed the payment, when due, of obligations pursuant to the put right. Eightco shall satisfy these obligations to the Preferred Members either in cash or, if Shareholder Approval has been obtained, through the issuance and delivery to each Preferred Member of one OCTO Share per Preferred Unit held by each Preferred Member.
Current wording
Pursuant to the Operating Agreement, Eightco unconditionally guaranteed the payment, when due, of obligations pursuant to the put right. Eightco shall satisfy these obligations to the Preferred Members either in cash or, if Shareholder Approval has been obtained, through the issuance and delivery to each Preferred Member of one share of the Company’s common stock per Preferred Unit held by each Preferred Member.
Previous wording
So long as the Eightco has received Shareholder Approval and the Threshold Date has been reached, at any time commencing after the 12-month anniversary of the date of the Promissory Notes, the holder of the Promissory Notes may, in its sole and absolute discretion, convert all or part of the Promissory Notes into shares of common stock of the Eightco (the “Conversion Shares”) at a per share conversion price equal to the VWAP of a OCTO Share for the ten trading days immediately preceding the conversion notice being provided to the Eightco by the holder of the Promissory Notes (the “Conversion Price”), with the Conversion Price being subject to a conversion price floor of $2.00 per share of common stock. If the VWAP is less than $2.00 and the holder converts all or part of the Note at $2.00 per share, then the holder shall be entitled to receive an additional Promissory Note with the same economic terms as the original Promissory Note in a principal amount equal to (A) $2.00 minus the VWAP multiplied by (B) the number of Conversion Shares issued upon the conversion.
Current wording
So long as the Eightco has received Shareholder Approval and the Threshold Date has been reached, at any time commencing after the 12-month anniversary of the date of the Promissory Notes, the holder of the Promissory Notes may, in its sole and absolute discretion, convert all or part of the Promissory Notes into shares of common stock of the Eightco (the “Conversion Shares”) at a per share conversion price equal to the VWAP of a share of the Company’s common stock for the ten trading days immediately preceding the conversion notice being provided to the Eightco by the holder of the Promissory Notes (the “Conversion Price”), with the Conversion Price being subject to a conversion price floor of $2.00 per share of common stock. If the VWAP is less than $2.00 and the holder converts all or part of the Note at $2.00 per share, then the holder shall be entitled to receive an additional Promissory Note with the same economic terms as the original Promissory Note in a principal amount equal to (A) $2.00 minus the VWAP multiplied by (B) the number of Conversion Shares issued upon the conversion.
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 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.
Current wording
Cost of revenues includes the cost of purchased inventory, materials and supplies, internal labor and related benefits, subcontractor costs, depreciation, overhead, and shipping and handling costs. These costs are directly associated with our Forever 8 inventory management activities. We no longer incur costs related to the purchase or resale of Bitcoin mining equipment, as this line of business is no longer pursued.
Previous wording
Since inception, Eightco Holdings Inc. and its subsidiaries have primarily used its available cash to fund its operations. The following table sets forth a summary of cash flows for the periods presented:
Current wording
Since inception, Eightco Holdings Inc. and its subsidiaries have primarily used available cash to fund operations. The following table sets forth a summary of cash flows for the periods presented:
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
As used herein, “Eightco” and the “Company” refer to Eightco Holdings Inc., a Texas corporation originally incorporated on September 21, 2021 (date of inception) under the laws of the State of Nevada, and its subsidiaries. On March 9, 2022, the Company converted to a Delaware corporation pursuant to a plan of conversion entered into with Vinco Ventures, Inc. (the “Vinco”). On April 3, 2023, the Company changed its name to Eightco Holdings Inc. from Cryptyde, Inc. and its stock symbol to “OCTO.” On September 11, 2025, the Company changed the symbol of its common stock to “ORBS”. On February 2, 2026, the Company changed its state of domicile to the State of Texas.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
The following table sets forth information comparing the components of net (loss) income from discontinued operations for the years ended December 31, 2024 and 2023: