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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): September 10, 2025
EIGHTCO
HOLDINGS INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41033 |
|
87-2755739 |
|
(State
or other jurisdiction
of
incorporation or organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
101
Larry Holmes Drive
Suite
313
Easton,
PA
(Address
of principal executive office) (Zip Code) 00000
(888)
765-8933
(Registrants’
telephone number, including area code)
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:
| ☐ |
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, par value $0.001 |
|
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
1.01 Entry into a Material Definitive Agreement.
On
September 10, 2025, Eightco Holdings Inc. (the “Company”) entered into a Sales Agreement (the “Sales
Agreement”) with R.F. Lafferty & Co., Inc. (the “Agent”), pursuant to which the Company,
from time to time, may offer and sell shares (the “ATM Shares”) of its common stock, par value $0.001 per share
(the “Company Common Stock”), through or to the Agent having an aggregate sales price of up to $2,700,000,000
(the “ATM Offering”).
Subject
to the terms and conditions of the Agreement, the Agent will use its commercially reasonable efforts to sell the ATM Shares from
time to time, based upon the Company’s instructions. The Company has provided the Agent with customary indemnification rights,
and the Agent will be entitled to a commission of up to 3.0% of the gross proceeds from each sale of the ATM Shares effectuated through
or to the applicable Agent selling the ATM Shares.
Sales
of the ATM Shares, if any, under the Agreement may be made in transactions that are deemed to be “at the market offerings”
as defined in Rule 415 under the Securities Act of 1933, as amended. The Company has no obligation to sell any of the ATM Shares and
may at any time suspend offers under the Agreement or terminate the Agreement.
This
description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is
attached hereto as Exhibit 1.1 and incorporated by reference herein.
The
Company Common Stock to be sold under the Agreement, if any, will be issued and sold pursuant to the Company’s automatic shelf
registration statement on Form S-3 (File No. 333-[•]) (the “Registration Statement”), which was filed
with the Securities and Exchange Commission (the “SEC”) on September 10, 2025. On September 10, 2025, the Company
filed a prospectus supplement to the Registration Statement with the SEC in connection with the offer and sale of the ATM Shares pursuant
to the Agreement.
This
Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Company Common Stock
nor shall there be any sale of shares of Company Common Stock in any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The legal
opinion of Winston & Strawn LLP relating to the legality of the issuance and sale of the ATM Shares pursuant to the ATM Offering
is attached as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 1.1 |
|
Sales Agreement, dated as of September 10, 2025, by and among the Company and R.F. Lafferty & Co., Inc. |
| 5.1 |
|
Opinion of Winston & Strawn LLP. |
| 23.1 |
|
Consent of Winston & Strawn LLP (included in the opinion filed as Exhibit 5.1). |
| 104 |
|
The
cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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 thereunto duly authorized.
| |
Eightco
Holdings Inc. |
| |
|
|
| Dated:
September 10, 2025 |
By: |
/s/
Brett Vroman |
| |
Name: |
Brett
Vroman |
| |
Title: |
Chief
Financial Officer |
