Eightco Holdings (NASDAQ: OCTO) delays Q2, expects loss on higher sales

Rhea-AI Filing Summary

Eightco Holdings Inc. notified regulators that it will file its quarterly report for the period ended June 30, 2025 late due to incomplete administrative processes. The company expects to submit the Form 10-Q within five calendar days of the original deadline. Based on preliminary figures, Eightco anticipates a net loss from continuing operations of approximately $1.2 million for the three months ended June 30, 2025, compared with net income from continuing operations of about $4.3 million in the same period of 2024, mainly because last year’s quarter included a gain on extinguishment of liabilities. Revenues, net are expected to be roughly $7.6 million for the quarter, up from about $5.3 million a year earlier, driven by increased customer demand and higher sales to end users.

Positive

• None.

Negative

• Expected swing to quarterly loss: Eightco anticipates a net loss from continuing operations of approximately $(1.2) million for the quarter ended June 30, 2025, versus net income of about $4.3 million in the prior-year quarter, largely due to a gain on extinguishment of liabilities previously recognized.
• Late Form 10-Q filing: The company reports it cannot file its June 30, 2025 Form 10-Q on time because required administrative processes were not completed, and it expects to file within five calendar days after the prescribed due date.

Insights

Equity analyst – small-cap reporting and earnings quality

Eightco flags a late 10-Q and a swing from prior-year profit to a small loss, despite higher revenue.

The company plans to file its June 30, 2025 Form 10-Q within five days of the due date after delays completing administrative processes. A brief filing delay by itself is often procedural, but it can add short-term uncertainty until the full report is available.

Preliminary results show revenue, net rising to $7.6 million from $5.3 million a year earlier, indicating stronger demand and higher sales to end users. However, net results are expected to shift from net income from continuing operations of about $4.3 million in the 2024 quarter to a net loss from continuing operations of roughly $(1.2) million in 2025. The company attributes this change largely to a prior-period gain on extinguishment of liabilities, so investors will likely focus on the detailed earnings statement in the upcoming Form 10-Q to understand underlying operating trends.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

	FORM 12b-25	SEC FILE NUMBER
		001-41033
	NOTIFICATION OF LATE FILING	CUSIP NUMBER
		22890A104

(Check one):	☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR
	☐ Form N-CSR
	For Period Ended: June 30, 2025
	☐	Transition Report on Form 10-K
	☐	Transition Report on Form 20-F
	☐	Transition Report on Form 11-K
	☐	Transition Report on Form 10-Q
	☐	Transition Report on Form N-SAR
	For the Transition Period Ended: ____________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

EIGHTCO HOLDINGS INC.

Full Name of Registrant

Former Name if Applicable

101 Larry Holmes Dr., Suite 313

Address of Principal Executive Office (Street and Number)

Easton, PA 18042

City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Eightco Holdings Inc. (the “Registrant”) is unable to file its quarterly report on Form 10-Q for the period ended June 30, 2025 (the “Quarterly Report”) because the Registrant was not able to complete timely the administrative processes necessary to file the Quarterly Report. The Registrant anticipates that its Quarterly Report will be filed as soon as practicable, and no later than five calendar days following its prescribed due date.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Brett Vroman		(888)		765-8933
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☒ No ☐

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Registrant expects to report a net loss from continuing operations of approximately $(1.2) million for the three months ended June 30, 2025, versus net income from continuing operations of approximately $4.3 million for the three months ended June 30, 2024. The decrease in net income was largely attributable to the Registrant’s prior recognition of the gain on extinguishment of liabilities in such prior year period.

The Registrant expects to report revenues, net of approximately $7.6 million for the three months ended June 30, 2025, versus revenues, net of approximately $5.3 million for the three months ended June 30, 2024. The increase was attributable to increased demand from the Registrant’s customers due to increased sales to end users.

Eightco Holdings Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date	August 14, 2025		By	/s/ Brett Vroman
				Brett Vroman
				Chief Financial Officer

FAQ

Why is Eightco Holdings (OCTO) filing its Q2 2025 Form 10-Q late?

Eightco Holdings Inc. states it is unable to file its Form 10-Q for the period ended June 30, 2025 on time because it did not complete the administrative processes necessary to finalize the report. The company indicates it expects to file the report as soon as practicable and no later than five calendar days after the original due date.

What earnings does Eightco Holdings (OCTO) expect for Q2 2025?

For the three months ended June 30, 2025, Eightco expects to report a net loss from continuing operations of approximately $(1.2) million, compared with net income from continuing operations of about $4.3 million for the same period in 2024. The company explains that the decrease in net income is largely due to a prior-period gain on extinguishment of liabilities recognized in the 2024 quarter.

How are Eightco Holdings (OCTO) revenues expected to change in Q2 2025?

Eightco expects revenues, net of approximately $7.6 million for the three months ended June 30, 2025, up from about $5.3 million in the quarter ended June 30, 2024. The company attributes this increase to higher demand from its customers driven by increased sales to end users.

Does Eightco Holdings (OCTO) expect significant changes in Q2 2025 results versus last year?

Yes. Eightco indicates it anticipates a significant change in its results of operations for the quarter ended June 30, 2025 compared with the same quarter in 2024. It expects to move from net income from continuing operations of about $4.3 million in the prior-year period to a net loss from continuing operations of approximately $(1.2) million in 2025, even though revenues are expected to rise.

What reason does Eightco give for the change from profit to loss in Q2 2025?

Eightco explains that the decrease from net income to a net loss from continuing operations is largely attributable to its prior recognition of a gain on extinguishment of liabilities in the three months ended June 30, 2024. That non-recurring gain boosted the prior-year results and is not present in the current quarter.

When does Eightco Holdings (OCTO) expect to file the delayed Q2 2025 Form 10-Q?

The company anticipates filing its quarterly report on Form 10-Q for the period ended June 30, 2025 as soon as practicable, and specifically no later than five calendar days after the Form’s prescribed due date.