UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
12b-25 |
SEC
FILE NUMBER |
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001-41033 |
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NOTIFICATION
OF LATE FILING |
CUSIP
NUMBER |
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22890A104 |
| (Check
one): |
☐
Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D
☐
Form N-SAR |
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☐
Form N-CSR |
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For Period Ended: June 30, 2025 |
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☐ |
Transition
Report on Form 10-K |
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☐ |
Transition
Report on Form 20-F |
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☐ |
Transition
Report on Form 11-K |
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☐ |
Transition
Report on Form 10-Q |
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☐ |
Transition
Report on Form N-SAR |
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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)
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(a) |
The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense |
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(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 |
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(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 |
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Brett Vroman |
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|
Chief
Financial Officer |
