Form 8-K - Current report
30 October 2023 - 10:49PM
Edgar (US Regulatory)
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2023-10-30
2023-10-30
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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): October
30, 2023
EIGHTCO
HOLDINGS INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-41033 |
|
87-2755739 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
200
9th Avenue North, Suite 220
Safety
Harbor, Florida |
|
34695 |
(Address of principal executive
offices) |
|
(Zip 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 communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement 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
of each class |
|
Trading
Symbol(s) |
|
Name
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.
Item 7.01 |
Regulation FD Disclosure. |
As previously
disclosed, on October 23, 2023, Eightco Holdings Inc. (the “Company”) entered into a Prepayment and Redemption Agreement
(the “Prepayment Agreement”) with an accredited investor.
On October 30, 2023, the Company issued a press
release announcing the Company’s completion of the initial payment of $3,000,000 pursuant
to the terms of the Prepayment Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated by reference herein.
The information included under Item 7.01 (including
Exhibit 99.1) is furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (“Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall
it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether
made before or after the date hereof and regardless of any general incorporation language in such filing.
Item 9.01 |
Financial Statements
and Exhibits. |
(d)
Exhibits
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:
October 30, 2023
|
Eightco Holdings Inc. |
|
|
|
By: |
/s/
Brian McFadden |
|
Name: |
Brian McFadden |
|
Title: |
Chief Executive Officer |
Exhibit
99.1
Eightco
Holdings Announces Successful Initial Payment in Prepayment and Redemption Agreement, Clearing All Outstanding Warrants with Certain
Investor
Safety
Harbor, Florida, Oct. 30, 2023 (GLOBE NEWSWIRE) — Eightco Holdings Inc. (NASDAQ: OCTO) (the “Company”) proudly announces
the successful completion of the initial payment as part of the previously disclosed Prepayment and Redemption Agreement (the “Prepayment
Agreement”) entered into by the Company with an accredited investor (the “Investor”).
With
the finalization of the $3,000,000 initial payment (the “Initial Payment”), Eightco Holdings Inc. has achieved significant
financial milestones, including the full repayment of the 2022 Note, reduction of the 2023 Note, and the complete and permanent
redemption of the 2023 Warrant (each of the foregoing terms as defined in the Prepayment Agreement), completing the elimination of all
outstanding warrants held by the Investor. In addition, all of the aggregate principal amount outstanding of the 2023 Note is no longer
convertible into shares of common stock of the Company, unless an Event of Default (as defined in the Prepayment Agreement) (or an event
that with the passage of time or the giving of notice would result in an Event of Default) occurs and is continuing or unless the Company
fails to timely make the payments under the Prepayment Agreement. This milestone signifies a major stride in the Company’s ongoing
efforts to optimize its financial structure and growth.
For
additional information about this milestone, please refer to the Current Report on Form 8-K filed by the Company on October 24, 2023.
For
more information about Eightco Holdings Inc. and its latest developments, please visit www.8co.holdings.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the federal securities laws. 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. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary
statements in Eightco’s filings with the Securities and Exchange Commission, including the section titled “Risk Factors”
in its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. There is no guaranty that the Company will be able to continue
to satisfy its obligations under the Prepayment Agreement. If it is not able to do so, all of the remaining benefits to the Company
of the Prepayment Agreement that have not already been received will not be realized. 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
617-819-1289
investors@8co.holdings
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