[D] Eightco Holdings Inc. SEC Filing

Rhea-AI Filing Summary

Eightco Holdings Inc. filed a Form D reporting a Rule 506(c) exempt offering that targeted equity and related warrants/options. The issuer, incorporated in Delaware in 2022 and operating from Easton, Pennsylvania, reports a total offering size of $270,000,000, with $270,000,000 sold and $0 remaining, indicating the offering has been fully sold. The filing lists 74 investors, names executive officers and directors at the Easton address, shows solicitation across numerous U.S. states and foreign/non-US jurisdictions, and records a $0 minimum investment. The notice lists R.F. Lafferty & Co. as an associated broker/dealer and is signed by CFO Brett Vroman on 2025-09-17.

Positive

• Offering fully subscribed: Total offering amount $270,000,000 with $270,000,000 sold and $0 remaining.
• Clear reliance on Rule 506(c): Enables general solicitation and is explicitly claimed.
• Broad solicitation: Filing lists multiple U.S. states and foreign/non-US solicitation.
• Broker involvement: R.F. Lafferty & Co. identified as associated broker/dealer.

Negative

• Compensation inconsistency: Sales commissions listed as $0 but clarification references a 2.5% cash fee plus warrants equal to 2.5% of shares and pre-funded warrants sold.
• Minimum investment stated as $0: The filing explicitly reports a $0 minimum investment, which may indicate unspecific investor qualification thresholds in this notice.
• Limited financial disclosure: No revenues, assets, or use-of-proceeds detail beyond a $0 amount reported as payments to officers/directors/promoters.

Insights

Financial Analyst

TL;DR: Eightco completed a $270M Rule 506(c) equity offering fully subscribed by 74 investors, with broad solicitation and broker involvement.

The filing documents a fully sold exempt offering under Rule 506(c) totaling $270,000,000, indicating successful capital raise execution under Regulation D. Listing of 74 investors provides a sense of investor base breadth but no investor types are disclosed. The use of Rule 506(c) permits general solicitation, consistent with the states and foreign solicitation reported. The filing shows no cash paid as sales commissions on the summary table, but a later clarification references a potential 2.5% cash fee and warrants equal to 2.5% of shares and pre-funded warrants sold, which is a material compensation detail to reconcile for accurate cost-of-capital assessment.

Corporate Governance Expert

TL;DR: Governance disclosure lists officers and directors at the issuer address and documents regulatory agents and certifications.

The Form D names executive officers and directors by full name and address, centralizing corporate leadership at the Easton location, which supports transparency of primary officers. The signature by the CFO certifies compliance statements required for Regulation D reliance. The notice also appoints SEC and state securities administrators as agents for service of process as required. The filing does not include revenue or asset metrics beyond offering totals, limiting governance assessment to personnel and offering-level disclosures only.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001892492

Cryptyde, Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Eightco Holdings Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2022
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Eightco Holdings Inc.
Street Address 1		Street Address 2
101 LARRY HOLMES DR.		SUITE 313
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
EASTON	PENNSYLVANIA	18042	888-765-8933

3. Related Persons

Last Name	First Name	Middle Name
Vroman	Brett
Street Address 1	Street Address 2
101 Larry Holmes Dr.	Suite 313
City	State/Province/Country	ZIP/PostalCode
Easton	PENNSYLVANIA	18042

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
O'Donnell	Kevin
Street Address 1	Street Address 2
101 Larry Holmes Dr.	Suite 313
City	State/Province/Country	ZIP/PostalCode
Easton	PENNSYLVANIA	18042

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Jennings	Frank
Street Address 1	Street Address 2
101 Larry Holmes Dr.	Suite 313
City	State/Province/Country	ZIP/PostalCode
Easton	PENNSYLVANIA	18042

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Foreman	Louis
Street Address 1	Street Address 2
101 Larry Holmes Dr.	Suite 313
City	State/Province/Country	ZIP/PostalCode
Easton	PENNSYLVANIA	18042

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Caiano	Nicola
Street Address 1	Street Address 2
101 Larry Holmes Dr.	Suite 313
City	State/Province/Country	ZIP/PostalCode
Easton	PENNSYLVANIA	18042

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ives	Daniel
Street Address 1	Street Address 2
101 Larry Holmes Dr.	Suite 313
City	State/Province/Country	ZIP/PostalCode
Easton	PENNSYLVANIA	18042

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

X Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
		Rule 506(b)
	X	Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-09				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
R.F. Lafferty & Co.	2498
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
40 Wall Street	29th Floor
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10005
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	X Foreign/non-US
DELAWARE PUERTO RICO WYOMING ILLINOIS TEXAS FLORIDA NEVADA NEW YORK COLORADO SOUTH CAROLINA CONNECTICUT SOUTH DAKOTA MASSACHUSETTS NEBRASKA NEW JERSEY CALIFORNIA

13. Offering and Sales Amounts

Total Offering Amount	$270,000,000	USD	or Indefinite
Total Amount Sold	$270,000,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

74

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

(i) a cash fee equal to 2.5% of the aggregate gross proceeds of the offering; and (ii) warrants to purchase a total number of shares of Common Stock equal to 2.5% of the aggregate number of Shares and Pre-Funded Warrants sold in this Offering

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Eightco Holdings Inc.	/s/ Brett Vroman	Brett Vroman	Chief Financial Officer	2025-09-17

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What was the total size of the offering reported by Eightco Holdings (ORBS)?

The Form D reports a total offering amount of $270,000,000, with $270,000,000 sold and $0 remaining.

Under which exemption was Eightco's offering made?

The issuer claimed an exemption under Rule 506(c) of Regulation D.

How many investors participated in the offering?

The Form D lists a total of 74 investors who have already invested in the offering.

Who signed the Form D for Eightco Holdings and when?

The notice is signed by Brett Vroman, Chief Financial Officer, dated 2025-09-17.

Was a broker-dealer involved in the offering?

Yes. The filing identifies R.F. Lafferty & Co. as an associated broker/dealer and lists an address at 40 Wall Street, 29th Floor, New York, NY 10005.

What compensation to finders or sales commissions are disclosed?

The sales commissions and finders' fees are reported as $0 in the expenses section, but a clarification states a potential 2.5% cash fee and 2.5% warrants to purchase shares.