8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported): September 25, 2024

EIGHTCO HOLDINGS INC.
(Exact<br> name of registrant as specified in its charter)
Delaware	001-41033	87-2755739
---	---	---
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)
101 Larry Holmes Drive<br><br> <br>Suite 313<br><br> <br>Easton, PA 18042	34695
---	---
(Address<br> of principal executive offices)	(Zip<br> Code)

Registrant’s telephone number, including area code: (888) 765-8933

(Former name or former address, if changed since last report)

Not

Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common Stock, $0.001 par value	OCTO	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item1.01 Entry into a Material Definitive Agreement.

On September 25, 2024, Eightco Holdings Inc. (the “Company”) entered into an amendment (the “Amendment”) to the previously disclosed At-The-Market Issuance Sales Agreement (the “Agreement”), dated April 25, 2024, with Univest Securities, LLC, as the sales agent (the “Agent”). Pursuant to the Agreement, the Company was able to offer and sell, from time to time through or to the Agent, as sales agent or principal, shares of the Company’s common stock, par value $0.001 per share (the “Shares”), having an aggregate offering price of up to $2,000,000 (the “Offering”). The Amendment increased the aggregate offering amount from $2,000,000 to $2,750,000; provided, however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Shares that would exceed the number or dollar amount of Shares permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable).

The Shares are being offered and sold pursuant to the Company’s effective shelf registration statement under the Securities Act of 1933, as amended (the “Securities Act”), on Form S-3 (File No. 333-276876), which was declared effective by the Securities and Exchange Commission (the “SEC”) on April 18, 2024, and the prospectus supplement relating to the Shares, dated April 25, 2024, which the Company filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act on April 25, 2024, as amended by Amendment No. 1 to the prospectus supplement dated September 25, 2024, which the Company filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act on September 26, 2024.

The Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Amendment and the Offering does not purport to be complete and is qualified in its entirety by reference to such exhibit. The Amendment has been included to provide investors and security holders with information regarding its terms. The Amendment is not intended to provide any other factual information about the Company. A copy of the opinion of Graubard Miller relating to the legality of the issuance and sale of the Shares pursuant to the Amendment is attached hereto as Exhibit 5.1.

This report shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation, or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
5.1	Opinion of Graubard Miller
23.1	Consent of Graubard Miller (included in Exhibit 5.1)
10.1	Amendment No. 1 to At the Market Issuance Sales Agreement
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:<br> September 26, 2024
	Eightco Holdings Inc.
	By:	/s/ Paul Vassilakos
	Name:	Paul<br> Vassilakos
	Title:	Chief<br> Executive Officer

Exhibit5.1

Facsimile	Direct<br> Dial

September 26, 2024

Eightco Holdings Inc.

101 Larry Holmes Drive, Suite 313

Easton, PA 18042

Ladies and Gentlemen:

We have acted as counsel to Eightco Holdings Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of an amendment No. 1 to a prospectus supplement dated April 25, 2024 (the “Prospectus Supplement”), which supplements the Company’s Registration Statement (the “Registration Statement”) on Form S-3 initially filed on February 5, 2024 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), including the prospectus included therein (together with the Prospectus Supplement, the “Prospectus”), relating to the offer and sale of up to $2,527,639 of shares of the Company’s common stock, $0.001 par value (the “Shares”).

The Shares are to be issued pursuant to the Prospectus and an At-The-Market Issuance Sales Agreement, dated as of April 24, 2024 and amended on September 25, 2024, by and between the Company and Univest Securities, LLC (the “Agreement”).

In rendering the opinions set forth below, we have reviewed the Registration Statement, the Prospectus and the Agreement. We have also examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments and have made such other investigations as we deemed relevant and necessary in respect of the authorization and issuance of the Shares, and such other matters as we deemed appropriate. In such examination, we have assumed the genuineness of all signatures, the authority of each person signing in a representative capacity (other than the Company) any document reviewed by us, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such documents. In conducting our examination of documents, we have assumed the power, corporate or other, of all parties thereto other than the Company to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the due execution and delivery by such parties of such documents and that to the extent such documents purport to constitute agreements, such documents constitute valid and binding obligations of such parties.

As to any facts material to our opinion, we have made no independent investigation of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions expressed herein, we are of the opinion that the Shares, when and to the extent issued and paid for in the manner described in the Registration Statement and the Prospectus and in accordance with the terms of the Agreement and the resolutions adopted by the Board of Directors of the Company, will be duly authorized, validly issued, fully paid and non-assessable.

No opinion is expressed herein other than as to the corporate law of the State of Delaware, the laws of the State of New York, and the federal securities law of the United States of America.

We hereby consent to the deemed incorporation by reference of this opinion into the Registration Statement and the Prospectus and to the references to our firm therein. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Very<br> truly yours,
/s/<br> Graubard Miller

Exhibit10.1

Eightco Holdings Inc.

101 Larry Holmes Drive, Suite 313

Easton, PA 18042

September 25, 2024

Univest Securities, LLC

75 Rockefeller Plaza, Suite 1803

New York, NY, 10019

Re: Amendment No. 1 to At-The-Market Issuance Sales Agreement (the “Amendment No. 1”)

Gentlemen:

Reference is made to that certain At-The-Market Issuance Sales Agreement, dated April 25, 2024 (the “Agreement”), between Eightco Holdings Inc. (the “Company”) and Univest Securities, LLC (the “Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.

Pursuant to the Agreement, the Company may issue and sell through the Agent or any of its sub-agent(s) or other designees, acting as sales agent, the Shares up to an aggregate offering price of US$2,000,000. The Company and the Agent hereby agree that the maximum amount of Shares that may be sold pursuant to the Agreement shall be increased from $2,000,000 to $2,750,000 and all references of $2,000,000 contained in the Agreement shall hereafter be deemed amended to be $2,750,000; provided, however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Shares that would exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable).

Each of the parties represents and warrants to the other that it has full power and authority to enter into this Amendment No. 1 and to perform its obligations hereunder.

This Amendment No. 1 shall be governed by and construed in accordance with the laws of the State of New York, including Section 5-1401 of the General Obligations Law of the State of New York, but otherwise without regard to conflict of laws rules that would apply the laws of any other jurisdiction.

Except as set forth herein, all terms of the Agreement shall remain in full force and effect.

EIGHTCO HOLDINGS, INC.
By:	/s/<br> Paul Vassilakos
Name:	Paul<br> Vassilakos
Title:	Chief<br> Executive Officer

ACCEPTED AND AGREED:

UNIVEST SECURITIES, LLC
By:	/s/<br> Bradley Richmond
Name:	Bradley<br> Richmond
Title:	COO