OCTO insider proposes $10.1M sale of 208,483 shares on NASDAQ

Rhea-AI Filing Summary

Eightco Holdings Inc. (OCTO) filed a Form 144 reporting a proposed sale of 208,483 shares of common stock on 09/08/2025 on NASDAQ with an aggregate market value of $10,094,955.34. The filing shows total shares outstanding of 3,044,744. The securities were acquired in private transactions from the issuer on three dates: 12/29/2023 (9,091 shares, compensation), 03/27/2024 (16,979 shares, in lieu of debt payment) and 01/21/2025 (182,413 shares, in lieu of debt payment). No securities were reported sold in the past three months. The filer affirms no undisclosed material adverse information.

Positive

• Transparent disclosure of proposed sale size, acquisition dates, and nature of consideration on Form 144
• No securities sold by the filer in the past three months as reported

Negative

• Proposed sale equals 208,483 shares, representing approximately 6.85% of the 3,044,744 shares outstanding
• Aggregate market value of the proposed sale is $10,094,955.34, a sizable potential supply addition on the stated sale date
• Majority of acquired shares (182,413) were issued in lieu of debt payment, indicating issuer-originated issuance tied to liabilities

Insights

Securities Analyst

TL;DR: A director/insider plans to sell a meaningful block of shares (over 6% of float), which could pressure liquidity and share supply.

The Form 144 discloses a proposed sale of 208,483 shares valued at about $10.1 million against 3,044,744 shares outstanding. The shares were acquired from the issuer across private transactions largely in lieu of debt payment and as compensation. The size of the proposed sale relative to outstanding shares is material and may affect trading supply on the stated sale date. No recent sales were reported in the prior three months, and the filer certified no undisclosed material adverse information.

Corporate Governance Expert

TL;DR: The filing shows insider monetization of issuer-issued shares received mainly as debt settlements and compensation.

The disclosure indicates insiders received large allotments from the issuer across 2023–2025, including a concentrated grant on 01/21/2025 of 182,413 shares issued in lieu of debt. Proposed monetization is transparent via Form 144, but the nature and timing of these issuer-originated issuances and the planned sale could raise governance questions about compensation structure and debt settlements. The filer attests to the absence of undisclosed material adverse information.

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	208483	10094955.34	3044744	09/08/2025	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	12/29/2023	Private Acquisition from Issuer/Affiliate	Issuer			9091	12/29/2023	Compensation
Common	01/21/2025	Private Acquisition from Issuer/Affiliate	Issuer			182413	01/21/2025	In Lieu of debt payment
Common	03/27/2024	Private Acquisition from Issuer/Affiliate	Issuer			16979	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

Nothing to Report

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 does Eightco Holdings' (OCTO) Form 144 report?

The Form 144 reports a proposed sale of 208,483 common shares on 09/08/2025 on NASDAQ with an aggregate market value of $10,094,955.34.

How many shares outstanding does OCTO have according to the filing?

The filing lists 3,044,744 shares outstanding.

When and how were the shares being sold acquired?

Shares were acquired from the issuer on 12/29/2023 (9,091 shares, compensation), 03/27/2024 (16,979 shares, in lieu of debt payment), and 01/21/2025 (182,413 shares, in lieu of debt payment).

Did the filer sell any issuer shares in the past three months?

No. The filing states Nothing to Report for securities sold during the past three months.

Does the filer assert any undisclosed material information?

By signing the notice, the filer represents they do not know any material adverse information about the issuer that has not been publicly disclosed.