Eightco Holdings Inc. Files 8-K: Agreements, Obligations, Equity Sales

TL;DR

Eightco Holdings Inc. (fka Cryptyde) filed an 8-K detailing new agreements, financial obligations, and equity sales.

AI Summary

Eightco Holdings Inc. (formerly Cryptyde, Inc.) entered into a material definitive agreement on December 19, 2024. The company also created a direct financial obligation and reported unregistered sales of equity securities. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for Eightco Holdings Inc., including new financial obligations and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Numbers

• 001-41033 — SEC File Number (Identifies the company's filing with the SEC.)
• 87-2755739 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Eightco Holdings Inc. (company) — Registrant
• Cryptyde, Inc. (company) — Former Company Name
• December 19, 2024 (date) — Date of earliest event reported
• 101 Larry Holmes Drive Suite 313 Easton, PA 18042 (address) — Business and Mail Address

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value OCTO The Nasdaq Stock Mar
• $27.5 million — tes in an aggregate principal amount of $27.5 million (the "Seller Notes"). Also as previou
• $3.0 m — in an aggregate amount of approximately $3.0 million, (ii) convert approximately $1.1
• $1.1 million — 3.0 million, (ii) convert approximately $1.1 million of accrued interest on the Seller Notes
• $5.4 million — ation, an aggregate principal amount of $5.4 million of Seller Notes. On December 19, 2024
• $1.6 million — er things, to (i) convert approximately $1.6 million of accrued interest on the Seller Notes
• $950,000 — ers in an aggregate principal amount of $950,000 were repaid by Forever 8, (ii) Forever
• $10.3 million — ders lent an aggregate of an additional $10.3 million to Forever 8 in exchange for New Series
• $2.75 million — sactions, Forever 8 has an aggregate of $2.75 million principal amount outstanding under its
• $11 million — s New Series A debt and an aggregate of $11 million principal amount outstanding under its

Filing Documents

• form8-k.htm (8-K) — 55KB
• ex10-1.htm (EX-10.1) — 25KB
• ex10-2.htm (EX-10.2) — 180KB
• ex10-3.htm (EX-10.3) — 185KB
• ex99-1.htm (EX-99.1) — 13KB
• 0001493152-24-050898.txt ( ) — 714KB
• octo-20241219.xsd (EX-101.SCH) — 3KB
• octo-20241219_lab.xml (EX-101.LAB) — 33KB
• octo-20241219_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 4KB

01 - Entry

Item 1.01 - Entry into a Material Definitive Agreement Forever 8 Seller Note Amendment, Interest Conversion and Extension As previously disclosed, on September 14, 2022, Eightco Holdings Inc. (the "Company"), under its former name, Cryptyde, Inc., entered into a Membership Interest Purchase Agreement (the "MIPA") by and among the Company, Forever 8 Fund, LLC, the Company's now wholly-owned subsidiary focused on purchasing inventory for e-commerce retailers ("Forever 8"), the former members of Forever 8 set forth on the signature pages thereto (the "Sellers") and Paul Vassilakos, solely in his capacity as representative of the Sellers (the "Sellers' Representative"), pursuant to which, and in accordance with the terms and conditions set forth therein, the Company acquired 100% of the issued and outstanding membership interests of Forever 8 from the Sellers (the "Acquisition"). In connection with the MIPA, the Sellers received convertible promissory notes in an aggregate principal amount of $27.5 million (the "Seller Notes"). Also as previously disclosed, on March 17, 2024, the Company entered into an agreement to amend certain provisions of the Seller Notes (the "March 2024 Seller Notes Amendment"). Pursuant to the March 2024 Seller Notes Amendment, the Sellers agreed, among other things, to (i) forgive, without the payment of any additional consideration, accrued interest on the Seller Notes in an aggregate amount of approximately $3.0 million, (ii) convert approximately $1.1 million of accrued interest on the Seller Notes into 1.4 million shares of common stock of the Company, par value $0.001 per share (the "Common Stock"), and (iii) defer interest and any payments due on the Seller Notes until October 30, 2024. Thereafter, on June 14, 2024, the Company entered into another agreement with respect to the Seller Notes (the "June 2024 Seller Note Amendment"), pursuant to which the Sellers forgave, without the payment of any additional consideration, an aggregat