Eightco Holdings Inc. SEC Filings

Kevin J. O'Donnell, CEO and director of Eightco Holdings Inc. (OCTO), reported insider transactions on 09/09/2025. The filing shows a purchase of 171,233 shares of common stock at $1.46 per share, bringing his beneficial ownership to 199,985 shares. In addition, he was awarded 400,000 restricted stock units (RSUs) that each convert into one share, issued at no cash price and subject to continued service; if vested in full on March 8, 2026, the RSUs would increase his beneficial ownership to 599,985 shares. The RSUs vest in full on March 8, 2026, contingent on continued service. The form is signed by Mr. O'Donnell and dated 09/11/2025.

Eightco Holdings Inc. entered into a Securities Purchase Agreement with several investors, including certain officers and directors, to raise up to $270.0 million in gross proceeds through the sale of common stock and pre-funded warrants at $1.46 per share. On the closing date, the company issued 178,284,653 shares of common stock and pre-funded warrants for 6,646,855 shares, generating net proceeds of approximately $261 million.

The company plans to use these funds primarily to acquire WLD, the native cryptocurrency of the Worldcoin ecosystem, and to build a WLD treasury operation, supported by a Master Loan Agreement providing a short-term loan facility of up to $200 million at 8% interest. Eightco also entered consulting and strategic advisor agreements with Worldcoin-affiliated entities, including performance- and AUM-based fee structures and equity-linked compensation via warrants.

Additional actions include issuing equity and warrants to a placement agent, converting $23,580,108 of Forever 8 seller notes into 800,000 shares of common stock, appointing Daniel Ives as chairman with significant equity awards, and formalizing compensation and severance terms for the CEO and CFO.

Eightco Holdings Inc. entered into a Sales Agreement with R.F. Lafferty & Co., Inc. to sell, from time to time, shares of its common stock in an at-the-market offering program with an aggregate sales price of up to $2,700,000,000. The Agent will use commercially reasonable efforts to execute sales under the company’s instructions and may receive a commission of up to 3.0% of the gross proceeds from each sale. The company is not obligated to sell any shares, and it may suspend offers or terminate the agreement at any time. The common stock to be sold, if any, will be issued under Eightco’s automatic shelf registration statement on Form S-3 and a related prospectus supplement filed in connection with this ATM program.

Eightco Holdings Inc. (OCTO) director Frank D. Jennings purchased 136,986 shares of the company's common stock on 09/09/2025 at $1.46 per share, increasing his beneficial ownership to 154,189 shares. The Form 4 reports the non-derivative acquisition and is signed by Mr. Jennings on 09/10/2025. The filing indicates Mr. Jennings is a director and the Form was filed by one reporting person.

Nicola Paul Caiano, a director of Eightco Holdings Inc. (OCTO), reported two insider transactions on Form 4. On 09/08/2025 he received 2,960 shares of Common Stock upon conversion of accrued principal and interest on a promissory note, at a conversion price of $0, leaving him with 7,822 shares beneficially owned. On 09/09/2025 he purchased 342,466 shares at $1.46 per share, increasing his total beneficial ownership to 350,288 shares. The Form 4 was signed on 09/10/2025.

Eightco Holdings Inc. (OCTO) amended an earlier Form 3 to report total beneficial ownership of 4,862 shares of common stock held directly by director Nicola Paul Caiano. The amendment corrects an omission by adding 1,806 shares that were mistakenly left out of the original filing for the event dated 04/26/2025. The amended Form 3/A is signed by the reporting person on 09/10/2025.

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.

Eightco Holdings Inc. has elected to terminate its at-the-market equity program with Univest Securities, LLC, ending both the underlying Sales Agreement and the related offering. Under the agreement and prospectus supplement, the company was permitted to sell shares of common stock with an aggregate offering price of up to $2,527,639 through Univest as sales agent. As of this report, it has sold common stock with an aggregate gross offering price of approximately $2.4 million under this program. The termination becomes effective five days after the August 26, 2025 notice to Univest, after which the company may not sell any additional common shares under this at-the-market arrangement.

Eightco Holdings, Inc. (OCTO) reported condensed interim financials showing total assets around $43.5 million with intangible assets and goodwill of approximately $34.9 million combined. The company recorded an accumulated deficit of $116.3 million and reported a net loss of $1.17 million for a recent period while earlier comparatives showed positive results in prior periods. Cash and cash equivalents improved to about $0.7 million versus $0.2 million at year-end 2024, and the company raised $2.42 million from ATM sales (692,890 shares). Current debt includes a $11.5 million current portion of certain borrowings and multiple lines of credit at high interest rates (12%–18%). Management discloses substantial doubt about going concern due to recurring losses and limited near-term cash resources.