[144] Eightco Holdings Inc. SEC Filing

Rhea-AI Filing Summary

Eightco Holdings Inc. (OCTO) filed a Form 144 notifying the proposed sale of 14,813 common shares through Morgan Stanley Smith Barney LLC at an aggregate market value of $164,653.80, with an approximate sale date of 09/16/2025 on NASDAQ. The shares were acquired from the issuer on 03/27/2024 in a private acquisition recorded as payment in lieu of debt. The filing reports that 208,483 OCTO shares were sold on 09/08/2025 by Paul Vassilakos, generating gross proceeds of $10,094,955.34. The filing includes the outstanding share count of 181,329,397, and a representation that the seller is unaware of undisclosed material adverse information.

Positive

• Form 144 filed publicly, providing transparency about proposed insider-related sales
• Acquisition source disclosed: shares to be sold were acquired from the issuer in lieu of debt payment
• Broker-dealer identified (Morgan Stanley Smith Barney LLC) indicating an organized market execution plan

Negative

• Recent large sale of 208,483 shares on 09/08/2025 for $10,094,955.34, which may be viewed negatively by some investors
• Insider-originated issuance and subsequent sales could raise questions about issuer-side debt arrangements and related-party transactions

Insights

Financial Analyst

TL;DR: Insider-related sales disclosed; planned sale is small relative to outstanding shares, but recent large sale generated significant proceeds.

The Form 144 shows a planned sale of 14,813 shares valued at $164,653.80 and a prior sale of 208,483 shares for $10,094,955.34. Compared with the reported 181,329,397 shares outstanding, the planned sale represents a de minimis percentage, while the prior sale represents a larger but still modest fraction of outstanding stock. The acquisition of the planned-sale shares was a private transaction with the issuer on 03/27/2024, recorded as payment in lieu of debt, which is relevant for tracing the economic rationale behind the holding. For investors, these disclosures provide liquidity and insider activity context but do not, by themselves, indicate a material change in company fundamentals.

Corporate Governance Expert

TL;DR: The filing documents insider-originated securities and substantial recent dispositions; disclosure compliance appears intact.

The notice documents the origin of the shares (private acquisition from the issuer in lieu of debt) and reports both the planned 14,813-share sale and a recent 208,483-share disposal with $10.09 million gross proceeds. The inclusion of the representation about absence of undisclosed material adverse information and the use of a registered broker suggest procedural compliance. Stakeholders may want to monitor further insider transactions or company disclosures to understand whether sales reflect liquidity needs or other governance considerations.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	14813	164653.80	181329397	09/16/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	03/27/2024	Private Acquisition from Issuer/Affiliate	Issuer			14813	03/27/2024	In Lieu of debt payment

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Paul Vassilakos 101 Larry Holmes Drive Suite 313 Easton PA 18042	OCTO	09/08/2025	208483	10094955.34

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What did Eightco Holdings Inc. (OCTO) disclose in this Form 144?

The filing notifies a proposed sale of 14,813 common shares valued at $164,653.80 with an approximate sale date of 09/16/2025, and discloses a prior sale of 208,483 shares on 09/08/2025 for $10,094,955.34.

Who is the broker handling the proposed sale of OCTO shares?

The designated broker is Morgan Stanley Smith Barney LLC, Executive Financial Services, 1 New York Plaza, 8th Floor, New York, NY 10004.

How were the shares to be sold acquired according to the filing?

The 14,813 shares were acquired on 03/27/2024 in a private acquisition from the issuer, recorded as payment in lieu of debt.

How many OCTO shares are outstanding per the filing?

The filing reports 181,329,397 shares outstanding.

What proceeds were reported for recent sales by the named seller?

Paul Vassilakos sold 208,483 OCTO shares on 09/08/2025 for gross proceeds of $10,094,955.34.

Does the filer state any undisclosed material adverse information?

The person for whose account the securities are to be sold represents they do not know of any material adverse information about the issuer that has not been publicly disclosed.