8-K
Eightco Holdings Inc. (ORBS)
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): April 7, 2025 (November 22, 2024)
EIGHTCO
HOLDINGS INC.
(Exact 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 | |
| --- | --- | |
| (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)
NotApplicable
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. ☐
Item2.01. Completion of Acquisition or Disposition of Assets.
As previously disclosed, on November 22, 2024, Eightco Holdings Inc. (the “Company”) entered into an Asset Purchase Agreement (“Purchase Agreement”) pursuant to which the Company agreed to sell to an entity controlled by Edward Reichard and Derick Reichard (the “Buyer’s Owners”) certain assets (the “Purchased Assets”) constituting the business of Ferguson Containers, Inc., the Company’s wholly-owned subsidiary (the “Seller”). The purchase price for the Purchased Assets was (i) an aggregate of $557,835 in cash, (ii) $2,500,000 issued in the form of a seller note, which note bears interest at the rate of 9.75% per year, payable in equal monthly installments of $32,692.56 beginning on May 1, 2025 and will be due and payable in full on December 31, 2034, and (iii) the right to receive certain earnout consideration upon the achievement of the following milestones:
| (i) | If<br> the Buying Parties achieve $1,000,000 of earnings before interest, taxes, depreciation and amortization (“EBITDA”) for<br> 2024 attributable to the Purchased Assets, the Seller shall receive an additional Two Hundred Fifty Thousand Dollars ($250,000).<br> If the EBITDA for 2024 is between $900,000 and $1,000,000, the Seller is entitled to a prorated amount of the Two Hundred Fifty Thousand<br> Dollars ($250,000). |
|---|---|
| (ii) | If<br> the Buying Parties achieve $1,000,000 of EBITDA for 2025 attributable to the Purchased Assets, Seller shall receive an additional<br> Two Hundred Fifty Thousand Dollars ($250,000). If the EBITDA for 2025 is between $900,000 and $1,000,000, the Seller is entitled<br> to a prorated amount of the Two Hundred Fifty Thousand Dollars ($250,000). |
On April 7, 2025, the parties consummated the sale of the Purchased Assets. On April 11, 2025, the Company issued a press release announcing the consummation of such sale. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated April 11, 2025 |
| 104 | Cover Page Interactive Data<br> File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| Dated:<br> April 11, 2025 | EIGHTCO<br> HOLDINGS INC. | |
|---|---|---|
| By: | /s/ Paul Vassilakos | |
| Paul<br> Vassilakos | ||
| Chief<br> Executive Officer |
Exhibit99.1
Eightco Announces the Completion of the sale of Fergueson Containers, Inc.
Strategic Divestiture Continues Focus on Core Forever 8 Business’ Long-Term Growth
Easton, PA, April 11, 2025 (GLOBE NEWSWIRE) – Eightco Holdings Inc. (NASDAQ: OCTO) (the “Company” or “Eightco”) today announced that it has completed the sale of its subsidiary, Ferguson Containers, Inc., to Reichard Corrugated Products, LLC, an entity controlled by the existing management of Ferguson Containers.
“We are pleased to announce the sale of Ferguson Containers. This planned divestiture is a milestone that will allow both companies to better position themselves for long-term success and aligns with our focus on our core business,” said Paul Vassilakos, CEO of Eightco and President of Forever 8 Fund, LLC (“Forever 8”), the Company’s remaining subsidiary. “We are grateful for the commitment and value Ferguson Containers has provided us. We extend our sincere congratulations to Edward and Derick Reichard, Senior Managers at Ferugson Containers for 35 years and Founders of Reichard Corrugated Products, LLC, and their team. We wish them the best as they embark on this new chapter.”
Mr. Vassilakos, continued “This transaction is consistent with Eightco’s strategy to prioroitize and continue to sharpen its focus on its core business, Forever 8, and will move forward with its ongoing efforts to drive long-term growth by responding to the high demand for inventory and cash flow management solutions.”
A description of the Asset Purchase Agreement and the terms of the acquisition are contained in the Company’s Current Report on Form 8-K which was filed with the U.S. Securities and Exchange Commission (“SEC”) on November 27, 2024 and can be found at at www.sec.gov.
About EightcoHoldings, Inc.
Eightco (NASDAQ: OCTO) is committed to growth of its subsidiary, Forever 8 Fund, LLC, an inventory capital and management platform for e-commerce sellers. In addition, the Company is actively seeking new opportunities to add to its portfolio of technology solutions focused on the e-commerce ecosystem through strategic acquisitions. Through a combination of innovative strategies and focused execution, Eightco aims to create significant value and growth for its stockholders.
For additional information, please visit www.8co.holdings and www.forever8.com.
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this press release other than statements of historical fact could be deemed forward looking. Words such as “plans,” “expects,” “will,” “anticipates,” “continue,” “expand,” “advance,” “develop” “believes,” “guidance,” “target,” “may,” “remain,” “project,” “outlook,” “intend,” “estimate,” “could,” “should,” and other words and terms of similar meaning and expression are intended to identify forward-looking statements, although not all forward-looking statements contain such terms. Forward-looking statements are based on management’s current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: Eightco’s ability to maintain compliance with the Nasdaq’s continued listing requirements; unexpected costs, charges or expenses that reduce Eightco’s capital resources; Eightco’s inability to raise adequate capital to fund its business; and Eightco’s inability to innovate and attract users for Eightco’s products and services. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. For a discussion of other risks and uncertainties, and other important factors, any of which could cause Eightco’s actual results to differ from those contained in forward-looking statements, see Eightco’s filings with the SEC, including in its Annual Report on Form 10-K filed with the SEC on April 1, 2024. All information in this press release is as of the date of the release, and Eightco undertakes no duty to update this information or to publicly announce the results of any revisions to any of such statements to reflect future events or developments, except as required by law.
For further information, please contact:
Investor Relations
investors@8co.holdings