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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 27, 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 18042
(Address
of principal executive office) (Zip Code)
(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 |
|
ORBS |
|
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.
As
previously disclosed, Eightco Holdings Inc. (the “Company”) entered into a Sales Agreement, dated September
10, 2025 (the “Sales Agreement”) with R.F. Lafferty & Co., Inc. (“R.F. Lafferty”).
On October 27, 2025, the Company entered into an amended and restated Sales Agreement (the “A&R Sales Agreement”)
with Cantor Fitzgerald & Co. (“Cantor,” together with R.F. Lafferty, the “Agents”)
and R.F. Lafferty, pursuant to which Cantor was added as an additional sales agent. Pursuant to the A&R Sales Agreement, the
Company, from time to time, may issue and sell to or through Cantor, acting as principal and/or the sole designated sales agent,
shares (the “ATM Shares”) of its common stock, par value $0.001 per share (“Common Stock”)
having an aggregate sales price of up to $2,700,000,000. The material terms and conditions of the Sales Agreement otherwise remain unchanged.
This
description of the A&R Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the A&R
Sales Agreement, which is attached hereto as Exhibit 1.1 and incorporated by reference herein.
The
Common Stock to be sold under the A&R Sales Agreement, if any, will be issued and sold pursuant to the Company’s automatic
shelf registration statement on Form S-3 (File No. 333- 290181) (the “Registration Statement”), which was filed
with the Securities and Exchange Commission (the “SEC”) on September 10, 2025, which included an “at
the market offering” prospectus covering the offer and sale of the ATM Shares pursuant to the ATM Offering.
Subsequently, on October 27, 2025, the Company filed an additional prospectus supplement to the Registration Statement with the
SEC in connection with the offer and sale of the ATM Shares pursuant to the A&R Sales Agreement, which included updated disclosure
under the sections entitled “Risk Factors” and “Business.” Such disclosures are filed as Exhibits 99.1 and 99.2,
respectively, in this Current Report on Form 8-K and are incorporated herein by reference. The information contained in Exhibits 99.1
and 99.2 supplements, and should be read together with, the information set forth in the Company’s prior periodic filings with
the SEC.
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.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 1.1 |
|
Amended and Restated Sales Agreement, dated as of October 27, 2025, by and among the Company, Cantor Fitzgerald & Co. and R.F. Lafferty & Co., Inc. |
| 99.1 |
|
Supplemental Risk Factors Disclosure of the Prospectus Supplement filed on October 27, 2025. |
| 99.2 |
|
Supplemental Business Section Disclosure of the Prospectus Supplement filed on October 27, 2025. |
| 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:
October 27, 2025 |
By: |
/s/
Brett Vroman |
| |
Name: |
Brett
Vroman |
| |
Title: |
Chief
Financial Officer |
