TYDE / Cryptyde Inc - SEC-Einreichungen, Jahresbericht, Proxy Statement

Eightco Holdings (NASDAQ: ORBS) Reports Total Holdings of Approximately $437 Million, Includes OpenAI, Beast Industries, More Than 16,000 ETH and Over 283 Million WLD Tokens Eightco treasury composition as of June 3, 2026: $90M OpenAI equity (indirec

Exhibit 99.1 Eightco Holdings (NASDAQ: ORBS) Reports Total Holdings of Approximately $437 Million, Includes OpenAI, Beast Industries, More Than 16,000 ETH and Over 283 Million WLD Tokens Eightco treasury composition as of June 3, 2026: $90M OpenAI equity (indirect), $18M Beast Industries equity, 16,278 ETH, 283 million WLD holdings, and $142M cash and equivalents, totaling approximately $437 milli

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): June 4, 2026 EIGHTCO HOLDINGS INC

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): June 4, 2026 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission File Nu

Eightco Holdings (NASDAQ: ORBS) Reports Total Holdings of Approximately $374 Million, Includes OpenAI, Beast Industries, More Than 11,000 ETH and Over 283 Million WLD Tokens Eightco treasury composition as of May 27, 2026: $90M OpenAI equity (indirec

Exhibit 99.1 Eightco Holdings (NASDAQ: ORBS) Reports Total Holdings of Approximately $374 Million, Includes OpenAI, Beast Industries, More Than 11,000 ETH and Over 283 Million WLD Tokens Eightco treasury composition as of May 27, 2026: $90M OpenAI equity (indirect), $18M Beast Industries equity, 11,068 ETH, 283 million WLD holdings, and $144M cash and equivalents, totaling approximately $374 milli

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): May 28, 2026 EIGHTCO HOLDINGS INC

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): May 28, 2026 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission File Nu

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): May 20, 2026 EIGHTCO HOLDINGS INC

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): May 20, 2026 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission File Nu

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): May 21, 2026 EIGHTCO HOLDINGS INC

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): May 21, 2026 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission File Nu

Eightco Holdings (NASDAQ: ORBS) Reports Total Holdings of Approximately $337 Million, Includes OpenAI, Beast Industries, More Than 11,000 ETH and Over 283 Million WLD Tokens Eightco treasury composition as of May 20, 2026: $90M OpenAI equity (indirec

Exhibit 99.1 Eightco Holdings (NASDAQ: ORBS) Reports Total Holdings of Approximately $337 Million, Includes OpenAI, Beast Industries, More Than 11,000 ETH and Over 283 Million WLD Tokens Eightco treasury composition as of May 20, 2026: $90M OpenAI equity (indirect), $18M Beast Industries equity, 11,068 ETH, 283 million WLD holdings, and $133M cash and equivalents, totaling approximately $337 milli

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41033 EIGHTCO HOLDINGS INC

Eightco Holdings (NASDAQ: ORBS) Reports Total Holdings of Approximately $340 Million, Includes OpenAI, Beast Industries, More Than 11,000 ETH and Over 283 Million WLD Tokens Eightco treasury composition as of May 12, 2026: $90M OpenAI equity (indirec

Exhibit 99.1 Eightco Holdings (NASDAQ: ORBS) Reports Total Holdings of Approximately $340 Million, Includes OpenAI, Beast Industries, More Than 11,000 ETH and Over 283 Million WLD Tokens Eightco treasury composition as of May 12, 2026: $90M OpenAI equity (indirect), $18M Beast Industries equity, 11,068 ETH, 283 million WLD holdings, and $129M cash and equivalents, totaling approximately $340 milli

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): May 13, 2026 EIGHTCO HOLDINGS INC

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): May 13, 2026 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission File Nu

Eightco Holdings (NASDAQ: ORBS) Reports Total Holdings of Approximately $333 Million, Includes OpenAI, Beast Industries, More Than 11,000 ETH and Over 283 Million WLD Tokens Eightco treasury composition as of May 6, 2026: $90M OpenAI equity (indirect

Exhibit 99.1 Eightco Holdings (NASDAQ: ORBS) Reports Total Holdings of Approximately $333 Million, Includes OpenAI, Beast Industries, More Than 11,000 ETH and Over 283 Million WLD Tokens Eightco treasury composition as of May 6, 2026: $90M OpenAI equity (indirect), $25M Beast Industries equity, 11,068 ETH, 283 million WLD holdings, and $121M cash and equivalents, totaling approximately $333 millio

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): May 6, 2026 EIGHTCO HOLDINGS INC.

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): May 6, 2026 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission File Num

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): May 1, 2026 EIGHTCO HOLDINGS INC.

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): May 1, 2026 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission File Num

AMENDED AND RESTATED CONSULTING AGREEMENT

Exhibit 10.94A AMENDED AND RESTATED CONSULTING AGREEMENT This AMENDED AND RESTATED CONSULTING AGREEMENT (this “Agreement”), effective as of May 1, 2026 (the “Effective Date”), is entered into by and between Eightco Holdings Inc. (the “Client” or the “Company”) and Worldcoin Tower LLC (the “Consultant” and, with the Client, the “Parties”). This Agreement amends and restates in its entirety the orig

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): April 27, 2026 EIGHTCO HOLDINGS I

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): April 27, 2026 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission File

Eightco Holdings (NASDAQ: ORBS) Reports Total Holdings of Approximately $333 Million, Includes OpenAI, Beast Industries, More Than 11,000 ETH and Over 283 Million WLD Tokens Eightco treasury composition as of April 27, 2026: $90M OpenAI equity (indir

Exhibit 99.1 Eightco Holdings (NASDAQ: ORBS) Reports Total Holdings of Approximately $333 Million, Includes OpenAI, Beast Industries, More Than 11,000 ETH and Over 283 Million WLD Tokens Eightco treasury composition as of April 27, 2026: $90M OpenAI equity (indirect), $25M Beast Industries equity, 11,068 ETH, 283 million WLD holdings, and $121M cash and equivalents World offers a solution to the ‘

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): April 21, 2026 EIGHTCO HOLDINGS I

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): April 21, 2026 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission File

Eightco Holdings (NASDAQ: ORBS) Reports Total Holdings of $336 Million, Includes $90 Million OpenAI, $25 Million MrBeast, More Than 11,000 ETH Coins and Over 283 Million WLD Tokens Eightco treasury composition as of April 20, 2026: $90M OpenAI equity

Exhibit 99.1 Eightco Holdings (NASDAQ: ORBS) Reports Total Holdings of $336 Million, Includes $90 Million OpenAI, $25 Million MrBeast, More Than 11,000 ETH Coins and Over 283 Million WLD Tokens Eightco treasury composition as of April 20, 2026: $90M OpenAI equity, $25M Beast Industries equity, 11,068 ETH, 283 million WLD holdings, and $118M cash and equivalents World solves the ‘double human’ prob

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): April 16, 2026 EIGHTCO HOLDINGS I

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): April 16, 2026 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission File

Eightco Holdings (NASDAQ: ORBS) Senior Management and Board Member, Tom Lee, to Join Invite Only World ID Launch Event on April 17th, as World expands its lead in Human Verification Eightco remains largest disclosed Worldcoin (WLD) token holder ahead

Exhibit 99.1 Eightco Holdings (NASDAQ: ORBS) Senior Management and Board Member, Tom Lee, to Join Invite Only World ID Launch Event on April 17th, as World expands its lead in Human Verification Eightco remains largest disclosed Worldcoin (WLD) token holder ahead of the World Lift Off Event Eightco holds 277 million Worldcoin (WLD) tokens (~9% of circulating supply), the largest publicly disclosed

EIGHTCO HOLDINGS, INC. CORPORATE CODE OF CONDUCT AND ETHICS AND WHISTLEBLOWER POLICY Effective April 2023

Exhibit 14.1 EIGHTCO HOLDINGS, INC. CORPORATE CODE OF CONDUCT AND ETHICS AND WHISTLEBLOWER POLICY Effective April 2023 INTRODUCTION Eightco Holdings, Inc. (“we” or the “Company”) has adopted this Corporate Code of Conduct and Ethics and Whistleblower Policy (the “Code”) to provide our associates, as defined below, with a clear understanding of the principles of business conduct and ethics that are

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41033 EIGHTCO HOLDINGS INC. (Ex

Eightco (NASDAQ: ORBS) Represents the Biggest Public Market Exposure to OpenAI for Retail Investors Reports total holdings of $321 million, includes nearly 280 million Worldcoin and over 11,000 ETH OpenAI’s recent investment and acquisition are key d

Exhibit 99.1 Eightco (NASDAQ: ORBS) Represents the Biggest Public Market Exposure to OpenAI for Retail Investors Reports total holdings of $321 million, includes nearly 280 million Worldcoin and over 11,000 ETH OpenAI’s recent investment and acquisition are key drivers of long-term value for ORBS shareholders OpenAI represents approximately 30% of ORBS’ total treasury position ORBS offers retail i

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): April 7, 2026 EIGHTCO HOLDINGS IN

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): April 7, 2026 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission File N

Eightco (NASDAQ: ORBS) Reports Total Holdings of $326 Million, Includes Nearly 280 Million Worldcoin and Over 11,000 ETH ORBS offers public market exposure to the most innovative private companies including OpenAI and Beast Industries ORBS bridges a

Exhibit 99.1 Eightco (NASDAQ: ORBS) Reports Total Holdings of $326 Million, Includes Nearly 280 Million Worldcoin and Over 11,000 ETH ORBS offers public market exposure to the most innovative private companies including OpenAI and Beast Industries ORBS bridges a critical gap between public investors and transformative technologies OpenAI represents approximately 30% of ORBS’ total treasury positio

Eightco Holdings Inc. (Name of Registrant as Specified in Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 001-41033 FORM 12b-25 CUSIP NUMBER 22890A302 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

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): March 31, 2026 EIGHTCO HOLDINGS I

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): March 31, 2026 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission File

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): March 20, 2026 EIGHTCO HOLDINGS I

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): March 20, 2026 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission File

Eightco (NASDAQ: ORBS) Invests Additional $40 Million into OpenAI, Bringing Total OpenAI Investment to $90 Million OpenAI now represents approximately 30% of ORBS’ total treasury position ORBS is the only company that offers retail investors access t

Exhibit 99.1 Eightco (NASDAQ: ORBS) Invests Additional $40 Million into OpenAI, Bringing Total OpenAI Investment to $90 Million OpenAI now represents approximately 30% of ORBS’ total treasury position ORBS is the only company that offers retail investors access to leading private companies including OpenAI and Beast Industries Tom Lee, Chairman of Bitmine (NYSE: BMNR), joins board of directors to

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 Eightco Holdings Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, $0.001 par value per share Other 15,000,000 $ 0.7911 $ 11,866,500.00 0.0001381 $ 1,638.76 Total O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 87-2755739 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 101 Larry Holmes Drive Suite 313 Easton, PA 18042 (Address of Princip

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): March 6, 2026 EIGHTCO HOLDINGS IN

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): March 6, 2026 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission File N

Eightco (NASDAQ: ORBS) Secures $125M in Institutional Commitments Led by Bitmine (NYSE: BMNR), Cathie Wood’s ARK Invest, and Payward to Expand into Next Generation Technology ORBS makes strategic investments in category-defining companies, including

Exhibit 99.1 Eightco (NASDAQ: ORBS) Secures $125M in Institutional Commitments Led by Bitmine (NYSE: BMNR), Cathie Wood’s ARK Invest, and Payward to Expand into Next Generation Technology ORBS makes strategic investments in category-defining companies, including OpenAI and Beast Industries Tom Lee, Chairman of Bitmine (NYSE: BMNR), joins board of directors to support ORBS’ long-term investment str

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): March 6, 2026 EIGHTCO HOLDINGS IN

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): March 6, 2026 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission Fil

Eightco ($ORBS) Highlights Treasury Position Latest Update ORBS holds nearly 10% of the current WLD supply in circulation The Company is supported by a group of strategic and institutional investors including: Bitmine Immersion Technologies (BMNR), M

Exhibit 99.1 Eightco ($ORBS) Highlights Treasury Position Latest Update ORBS holds nearly 10% of the current WLD supply in circulation The Company is supported by a group of strategic and institutional investors including: Bitmine Immersion Technologies (BMNR), MOZAYYX, World Foundation, Wedbush, Coinfund, Discovery Capital Management, FalconX, Kraken, Pantera, GSR, and more EASTON, PA – March 6,

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): January 30, 2026 EIGHTCO HOLDINGS

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): January 30, 2026 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission Fil

CERTIFICATE OF FORMATION EIGHTCO HOLDINGS INC., a Texas Corporation

Exhibit 3.1 CERTIFICATE OF FORMATION OF EIGHTCO HOLDINGS INC., a Texas Corporation Eightco Holdings Inc., a corporation organized and existing under the laws of the State of Texas (the “Corporation”), hereby certifies as follows: A. Eightco Holdings Inc. (formerly known as Eightco Holdings Inc.), a Delaware corporation (the “Delaware Corporation”), with its principal place of business at 101 Larry

AMENDED AND RESTATED BYLAWS OF EIGHTCO HOLDINGS INC. (a Texas Corporation)

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF EIGHTCO HOLDINGS INC. (a Texas Corporation) Effective as of February 5, 2026, upon approval by the stockholders and effectiveness of the Company’s conversion/redomestication to Texas. Adopted pursuant to the Texas Business Organizations Code (the “TBOC”). ARTICLE I – CORPORATE OFFICES AND RECORDS 1.1 Registered Office. The registered office of Eightco Hol

Plan of Conversion Eightco Holdings Inc., a Delaware corporation, Eightco Holdings Inc., a Texas corporation

Exhibit 2.1 Plan of Conversion of Eightco Holdings Inc., a Delaware corporation, into Eightco Holdings Inc., a Texas corporation This PLAN OF CONVERSION (this “Plan”), dated as of January 30, 2026, is hereby adopted by Eightco Holdings Inc., a Delaware corporation (the “Converting Entity”), in order to set forth the terms, conditions and procedures governing its conversion into, and continued exis

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): January 26, 2026 EIGHTCO HOLDINGS

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): January 26, 2026 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission

Eightco ($ORBS) and Futurum Group Announce Strategic Partnership to Launch Futurum ORBS Trust and Authentication Platform (FOTAP) Companies announce the industry’s first AI Trust & Authentication scoring system Partnership combines ORBS’ authenticati

Exhibit 99.1 Eightco ($ORBS) and Futurum Group Announce Strategic Partnership to Launch Futurum ORBS Trust and Authentication Platform (FOTAP) Companies announce the industry’s first AI Trust & Authentication scoring system Partnership combines ORBS’ authentication infrastructure with Futurum’s proprietary AI market intelligence and trust solutions to establish new standard for evaluating AI vendo

Eightco ($ORBS) Announces Multi-Month Lock-Up Extension of Board, Management and 100% of PIPE Investors, Signaling Strong Conviction in Long-Term Strategy Eightco holds over 10% of the current WLD supply in circulation The company recently announced

Exhibit 99.1 Eightco ($ORBS) Announces Multi-Month Lock-Up Extension of Board, Management and 100% of PIPE Investors, Signaling Strong Conviction in Long-Term Strategy Eightco holds over 10% of the current WLD supply in circulation The company recently announced a share buyback program for up to $125 million Chairman Dan Ives and CEO Kevin O’Donnell to attend CES in Las Vegas to showcase Infinity

FORM OF AMENDMENT TO LOCK-UP AGREEMENT

Exhibit 10.1* FORM OF AMENDMENT TO LOCK-UP AGREEMENT This Amendment to Lock-Up Agreement (this “Amendment”) is entered into as of (the “Effective Date”), by and between Eightco Holdings Inc. (the “Company”) and the undersigned signatory to that certain Lock-Up Agreement dated September 8, 2025 (the “Agreement”). Capitalized terms used but not defined herein have the meanings ascribed to them in th

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): January 2, 2026 EIGHTCO HOLDINGS

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): January 2, 2026 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission F

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): December 29, 2025 EIGHTCO HOLDING

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): December 29, 2025 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission

Eightco ($ORBS) Releases Year-End Chairman’s Message Eightco holds over 10% of the current WLD supply in circulation Eightco’s total holdings include 277,222,975 WLD, 11,068 ETH, and cash and stablecoins of approx. $69.2 million The company recently

Exhibit 99.1 Eightco ($ORBS) Releases Year-End Chairman’s Message Eightco holds over 10% of the current WLD supply in circulation Eightco’s total holdings include 277,222,975 WLD, 11,068 ETH, and cash and stablecoins of approx. $69.2 million The company recently announced a share buyback program for up to $125 million Chairman Dan Ives and CEO Kevin O’Donnell to attend CES in Las Vegas to showcase

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): December 31, 2025 EIGHTCO HOLDING

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): December 31, 2025 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission

Eightco ($ORBS) Announces Share Buyback Program for up to $125 Million Eightco holds over 10% of the current WLD supply in circulation The Company is supported by a group of strategic and institutional investors including: BitMine (BMNR), MOZAYYX, Wo

Exhibit 99.1 Eightco ($ORBS) Announces Share Buyback Program for up to $125 Million Eightco holds over 10% of the current WLD supply in circulation The Company is supported by a group of strategic and institutional investors including: BitMine (BMNR), MOZAYYX, World Foundation, Wedbush, Coinfund, Discovery Capital Management, FalconX, Kraken, Pantera, GSR, Brevan Howard and more EASTON, PA – Decem

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): December 28, 2025 EIGHTCO HOLDING

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): December 28, 2025 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission

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): December 16, 2025 EIGHTCO HOLDING

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): December 16, 2025 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy

ARS

EIGHTCO HOLDINGS INC. 2024 ANNUAL REPORT Eightco Holdings Inc. Board of Directors and Executive Officers as of December 1, 2025 BOARD OF DIRECTORS Name Principal Occupation or Employment Daniel Ives Managing Director, Senior Equity Research Analyst, and Global Head of Technology Research at Wedbush Securities Kevin O’Donnell Chief Executive Officer of Eightco Holdings Inc. Frank Jennings President

Calculation of Filing Fee Table Form S-8 (Form Type) Eightco Holdings Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Fees Previously Paid

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Eightco Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 87-2755739 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 101 Larry Holmes Drive Suite 313 Easton, PA 18042 (Address of Prin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy

Transcript of Chairman’s Message Video

Exhibit 99.2 Transcript of Chairman’s Message Video (Daniel Ives; November 2025) Dan Ives here, Chairman of Eightco (ORBS). Super excited to be bringing our monthly Chairman’s Message here. Look, it has been an exciting journey, you know, for me personally, as well as the team at ORBS. Look, our strategy as we’ve discussed, it’s really a multi-pronged strategy. And if you go through the deck, you

EX-99.1

Exhibit 99.1

Eightco (NASDAQ: ORBS) Releases Monthly Chairman’s Message Eightco holds over 10% of the current WLD supply in circulation Introducing Infinity by ORBS, which brings authentication to the enterprise and commercial; with inaugural partners including C

Exhibit 99.3 Eightco (NASDAQ: ORBS) Releases Monthly Chairman’s Message Eightco holds over 10% of the current WLD supply in circulation Introducing Infinity by ORBS, which brings authentication to the enterprise and commercial; with inaugural partners including Coinbase, Kraken and more Infinity by ORBS addresses proof-of-human authentication at scale to wide range of industries including, Finance

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): November 18, 2025 EIGHTCO HOLDING

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): November 18, 2025 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41033 EIGHTCO HOLDINGS

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): November 3, 2025 EIGHTCO HOLDINGS

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): November 3, 2025 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission

Eightco (NASDAQ: ORBS) Expands INFINITY Pilot Program, Welcomes Coinbase (NASDAQ: COIN) to Strengthen Human Verification for the AI Economy Coinbase joins pilot program to streamline Digital Asset workflows secured by Eightco’s INFINITY Authenticatio

Exhibit 99.1 Eightco (NASDAQ: ORBS) Expands INFINITY Pilot Program, Welcomes Coinbase (NASDAQ: COIN) to Strengthen Human Verification for the AI Economy Coinbase joins pilot program to streamline Digital Asset workflows secured by Eightco’s INFINITY Authentication platform INFINITY by Eightco is the secure, global authentication and trust layer that enterprises rely on, verifying human identity at

Eightco (NASDAQ: ORBS) Introduces INFINITY, a First-of-its-Kind Authentication Platform Proving Humanness in the AI Era Kraken joins pilot program to streamline Financial Services and Digital Asset workflows secured by Eightco’s INFINITY Authenticati

Exhibit 99.1 Eightco (NASDAQ: ORBS) Introduces INFINITY, a First-of-its-Kind Authentication Platform Proving Humanness in the AI Era Kraken joins pilot program to streamline Financial Services and Digital Asset workflows secured by Eightco’s INFINITY Authentication platform INFINITY by Eightco is the secure, global authentication and trust layer that enterprises rely on, verifying human identity a

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 30, 2025 EIGHTCO HOLDINGS

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 30, 2025 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission

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

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 organizati

EIGHTCO HOLDINGS INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Amended and Restated Sales Agreement

Exhibit 1.1 EIGHTCO HOLDINGS INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Amended and Restated Sales Agreement October 27, 2025 Cantor Fitzgerald & Co. 110 East 59th Street New York, NY 10022 R.F. Lafferty & Co., Inc. 40 Wall Street, Suite 3602 New York, NY 10005 Ladies and Gentlemen: Eightco Holdings Inc., a Delaware corporation (the “Company”), confirms i

Worldcoin and the Worldcoin Ecosystem

Exhibit 99.2 This exhibit contains estimates, projections, market research and other information concerning, among other things, our industry, our business, and the digital asset ecosystems in which we operate. Unless otherwise expressly stated, we obtain this information from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, d

Risks Related to Worldcoin

Exhibit 99.1 This exhibit contains estimates, projections, market research and other information concerning, among other things, our industry, our business, and the digital asset ecosystems in which we operate. Unless otherwise expressly stated, we obtain this information from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, d

Eightco Holdings Inc. Up to $2,700,000,000 of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-290181 PROSPECTUS SUPPLEMENT Eightco Holdings Inc. Up to $2,700,000,000 of Common Stock This prospectus supplement (this “Prospectus Supplement”) amends and supplements the information in the prospectus, dated September 10, 2025 (the “Base Prospectus”), filed with the Securities and Exchange Commission as part of our registration on Form S-3 (F

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 13, 2025 EIGHTCO HOLDINGS

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 13, 2025 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission

Eightco Holdings Inc. ($ORBS) Makes Strategic Investment into Mythical Games to Accelerate Human Verification and Digital Identity in Gaming Joining strategic round alongside Cathie Wood’s ARK Invest and World Proving gamers are playing against verif

Exhibit 99.1 Eightco Holdings Inc. ($ORBS) Makes Strategic Investment into Mythical Games to Accelerate Human Verification and Digital Identity in Gaming Joining strategic round alongside Cathie Wood’s ARK Invest and World Proving gamers are playing against verified humans across gaming universes Investment represents Eightco’s position as the authentication and trust layer for the post-AGI world

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 10, 2025 EIGHTCO HOLDINGS

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 10, 2025 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission

Eightco Holdings Inc. ($ORBS) Expands its Strategic Vision into the Enterprise Company announces new initiative to bring authentication to the enterprise, solving trust and verification at scale Eightco will serve as the global authentication and tru

Exhibit 99.1 Eightco Holdings Inc. ($ORBS) Expands its Strategic Vision into the Enterprise Company announces new initiative to bring authentication to the enterprise, solving trust and verification at scale Eightco will serve as the global authentication and trust layer that corporations rely on The Company is supported by a select group of strategic and institutional investors including: BitMine

As filed with the Securities and Exchange Commission on October 9, 2025

As filed with the Securities and Exchange Commission on October 9, 2025 Registration No.

As filed with the Securities and Exchange Commission on October 9, 2025

As filed with the Securities and Exchange Commission on October 9, 2025 Registration No.

Calculation of Filing Fee Tables Form S-3 (Form Type) Eightco Holdings Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Eightco Holdings Inc.

Eightco Holdings Inc. ($ORBS) Digital Asset Treasury Launches “Chairman’s Message” Video Series Reinforces “Power of Eight” Initiative, targeting 800M Worldcoin (WLD) tokens and verify 8B humans Currently over 17 million verified World humans, with g

Exhibit 99.3 Eightco Holdings Inc. ($ORBS) Digital Asset Treasury Launches “Chairman’s Message” Video Series Reinforces “Power of Eight” Initiative, targeting 800M Worldcoin (WLD) tokens and verify 8B humans Currently over 17 million verified World humans, with goal of verifying 100 million in the next twelve months World is the single sign-on and Proof-of-Human verification for the AI era The Com

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 5, 2025 EIGHTCO HOLDINGS

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 5, 2025 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission F

Eightco (NASDAQ: ORBS) Chairman’s Message Transcript – Dan Ives

Exhibit 99.2 Eightco (NASDAQ: ORBS) Chairman’s Message Transcript – Dan Ives Hello! Dan Ives here, Chairman of EightCo Orbs. So excited to be here as part of this Chairman’s Message — my first one since we did the transaction a little over 3 weeks ago. To me, the AI revolution is the biggest tech theme that we’ve seen in the last 40–50 years. But ultimately, when I view World — our view of World —

EX-99.1

Exhibit 99.1

Eightco Holdings Inc. ($ORBS) Expands Investor Access with Options Trading Over 17 Million Verified World Humans, Adding More Than 2 Million Since Launching Worldcoin Treasury Just 3 Weeks Ago $ORBS’ bold ‘Power of 8’ initiative aims to accumulate 80

Exhibit 99.1 Eightco Holdings Inc. ($ORBS) Expands Investor Access with Options Trading Over 17 Million Verified World Humans, Adding More Than 2 Million Since Launching Worldcoin Treasury Just 3 Weeks Ago $ORBS’ bold ‘Power of 8’ initiative aims to accumulate 800M Worldcoin (WLD) tokens and verify 8B humans Dan Ives, renowned technology and AI expert and Wall Street analyst, serves as Chairman of

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 2, 2025 EIGHTCO HOLDINGS

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 2, 2025 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission F

Eightco Holdings Inc. (ORBS) Announces 16.9 Million Verified World Humans, Adding 1.9 Million Since Launching Worldcoin Treasury Just 3 Weeks Ago Unveils ‘Power of 8’ Initiative: 800M Worldcoin (WLD) Tokens and 8B Verified Humans Dan Ives, renowned t

Exhibit 99.1 Eightco Holdings Inc. (ORBS) Announces 16.9 Million Verified World Humans, Adding 1.9 Million Since Launching Worldcoin Treasury Just 3 Weeks Ago Unveils ‘Power of 8’ Initiative: 800M Worldcoin (WLD) Tokens and 8B Verified Humans Dan Ives, renowned technology and AI expert and Wall Street analyst, serves as Chairman of the Board World is the single sign-on for the AI era “If we succee

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): September 29, 2025 EIGHTCO HOLDIN

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): September 29, 2025 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commissio

D

X0708 D LIVE 0001892492 Eightco Holdings Inc. 101 LARRY HOLMES DR. SUITE 313 EASTON PA PENNSYLVANIA 18042 888-765-8933 DELAWARE Cryptyde, Inc. Corporation true 2022 Brett Vroman 101 Larry Holmes Dr. Suite 313 Easton PA PENNSYLVANIA 18042 Executive Officer Kevin O'Donnell 101 Larry Holmes Dr. Suite 313 Easton PA PENNSYLVANIA 18042 Executive Officer Director Frank Jennings 101 Larry Holmes Dr. Suite

144

144 0001479044 XXXXXXXX LIVE 0001892492 EIGHTCO HOLDING INC. 001-41033 101 Larry Holmes Drive Suite 313 Easton PA 18042 888-765-8933 PAUL N. VASSILAKOS Former Affiliate Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 60000 806711.50 181329397 09/18/2025 NASDAQ Common 03/27/2024 Private Acquisition from Issuer/Affiliate Issuer N 60000

144

144 0001479044 XXXXXXXX LIVE 0001892492 EIGHTCO HOLDING INC. 001-41033 101 Larry Holmes Drive Suite 313 Easton PA 18042 888-765-8933 PAUL N. VASSILAKOS Former Affiliate Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 30000 325614.00 181329397 09/17/2025 NASDAQ Common 03/27/2024 Private Acquisition from Issuer/Affiliate Issuer N 30000

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144 0001479044 XXXXXXXX LIVE 0001892492 EIGHTCO HOLDING INC. 001-41033 101 Larry Holmes Drive Suite 313 Easton PA 18042 888-765-8933 PAUL N. VASSILAKOS Former Affiliate Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 14813 164653.80 181329397 09/16/2025 NASDAQ Common 03/27/2024 Private Acquisition from Issuer/Affiliate Issuer N 14813

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy

Form of Indenture EIGHTCO HOLDINGS INC. as ISSUER As INDENTURE TRUSTEE Dated as of __________, _____ TABLE OF CONTENTS

Exhibit 4.1 Form of Indenture EIGHTCO HOLDINGS INC. as ISSUER and As INDENTURE TRUSTEE INDENTURE Dated as of , TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions. 1 Section 1.02 Other Definitions. 4 Section 1.03 Incorporation by Reference of Trust Indenture Act. 4 Section 1.04 Rules of Construction. 4 ARTICLE II TILE SECURITIES 5 Section 2.01 Issuable

Calculation of Filing Fee Tables Eightco Holdings Inc. Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables S-3 Eightco Holdings Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial E

As filed with the Securities and Exchange Commission on September 10, 2025

As filed with the Securities and Exchange Commission on September 10, 2025 Registration No.

COMPENSATION AGREEMENT

Exhibit 10.12 COMPENSATION AGREEMENT This COMPENSATION AGREEMENT (this “Agreement”) is entered into as of September 8, 2025 (the “Effective Date”), by and between Eightco Holdings Inc., a Delaware corporation (the “Company”), and Kevin O’Donnell (the “Executive”). RECITALS WHEREAS, the Company desires to employ Executive as its Chief Executive Officer for a fixed term and to provide compensation a

PLACEMENT AGENT WARRANT TO PURCHASE SHARES OF COMMON STOCK eightco holdings inc.

Exhibit 10.5 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 8, 2025, between Eightco Holdings Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the

FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT Eightco Holdings Inc.

Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

EIGHTCO HOLDINGS INC. Shares of Common Stock (par value $0.001 per share) Sales Agreement

Exhibit 1.1 EIGHTCO HOLDINGS INC. Shares of Common Stock (par value $0.001 per share) Sales Agreement September 10, 2025 R.F. Lafferty & Co., Inc. 40 Wall Street, Suite 3602 New York, NY 10005 Ladies and Gentlemen: Eightco Holdings Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with R.F. Lafferty & Co., Inc. (“Lafferty” or the “Agent”), as follows: 1. Issua

Eightco Holdings Inc. Closes $270 Million Private Placement as First Worldcoin (WLD) Treasury Strategy Dan Ives, renowned technology and AI expert and Wall Street analyst, to serve as Chairman of the Board In an increasingly agentic world, World is d

Exhibit 99.2 Eightco Holdings Inc. Closes $270 Million Private Placement as First Worldcoin (WLD) Treasury Strategy Dan Ives, renowned technology and AI expert and Wall Street analyst, to serve as Chairman of the Board In an increasingly agentic world, World is delivering critical “Proof of Human” (PoH) “If we succeed on our mission, World might become the largest network of real people online, fu

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 8, 2025, between Eightco Holdings Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the

COMPENSATION AGREEMENT

Exhibit 10.13 COMPENSATION AGREEMENT This COMPENSATION AGREEMENT (this “Agreement”) is entered into as of September 8, 2025 (the “Effective Date”), by and between Eightco Holdings Inc., a Delaware corporation (the “Company”), and Brett Vroman (the “Executive”). RECITALS WHEREAS, the Company desires to employ Executive as its Chief Financial Officer for a fixed term and to provide compensation and

AGREEMENT

Exhibit 10.6 AGREEMENT Reference is made to that certain Membership Interest Purchase Agreement, dated September 14, 2022, as amended (the “MIPA”), by and among Eightco Holdings Inc. (formerly Cryptyde, Inc.) (the “Purchaser”), Forever 8 Fund, LLC (“Forever 8”), the members of Forever 8 set forth on the signature pages thereto (the “Sellers”) and Paul Vassilakos, in his capacity as representative

FORM OF STRATEGIC ADVISOR COMMON STOCK PURCHASE WARRANT EIGHTCO HOLDINGS INC.

Exhibit 10.10 FORM OF STRATEGIC ADVISOR COMMON STOCK PURCHASE WARRANT EIGHTCO HOLDINGS INC. Warrant Shares: Issue Date: , 2025 THIS STRATEGIC ADVISOR COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after t

[The remainder of this page has been intentionally left blank.]

Exhibit 10.4 September 8, 2025 Eightco Holdings Inc. 101 Larry Holmes Drive, Suite 313 Easton, PA 18042 Attn: Kevin O’Donnell, Interim CEO Dear Mr. O’Donnell: Subject to the terms and conditions of this letter agreement (the “Agreement”) between R.F. Lafferty & Co., Inc. (the “Placement Agent”), as the sole placement agent, and Eightco Holdings Inc., a Delaware corporation (the “Company”), the par

CONSULTING AGREEMENT

Exhibit 10.8 CONSULTING AGREEMENT This CONSULTING AGREEMENT (this “Agreement”), effective as of the final closing of the Capital Raise (as defined below) (the “Effective Date”), is entered into by and between Eightco Holdings Inc. (the “Client” or the “Company”) and Worldcoin Tower LLC (the “Consultant” and, with the Client, the “Parties”). WHEREAS, as required by the transaction documents for the

BOARD OF DIRECTORS AGREEMENT

Exhibit 10.11 BOARD OF DIRECTORS AGREEMENT This Board of Directors Agreement (this “Agreement”) is made and entered into as of September 8, 2025 (the “Effective Date”), by and between Eightco Holdings Inc., a Delaware corporation (the “Company”), and Daniel Ives, an individual (the “Director”). 1. Term This Agreement shall continue for a period of one (1) year from the Effective Date and shall con

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): September 10, 2025 EIGHTCO HOLDIN

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): September 10, 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 organiza

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): September 7, 2025 EIGHTCO HOLDING

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): September 7, 2025 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission

STRATEGIC ADVISOR AGREEMENT

Exhibit 10.9 STRATEGIC ADVISOR AGREEMENT THIS STRATEGIC ADVISOR AGREEMENT (this “Agreement”) is effective as of the Closing Date, as defined in that certain Securities Purchase Agreement, dated September 8, 2025 (the “Effective Date”) by and between Eightco Holdings Inc., a Delaware corporation (the “Company”), and Worldcoin Tower Instant LLC, a Delaware limited liability company (the “Strategic A

MASTER LOAN AGREEMENT

Exhibit 10.7 CONFIDENTIAL MASTER LOAN AGREEMENT This Master Loan Agreement (this “Agreement”) is made as of September 7, 2025 (the “Effective Date”), by and between Payward Interactive, Inc. (“Lender”), a Florida corporation, and Orb Subsidiary One LLC (“Borrower”), a Delaware limited liability company, with its principal place of business at 101 Larry Holmes Dr., Suite 313, Easton, PA 18042. Lend

Eightco Holdings Inc. (OCTO) Announces $250 Million Private Placement with an Additional $20 Million Strategic Investment from BitMine (BMNR) to Initiate World’s First Worldcoin (WLD) Treasury Strategy Dan Ives, renowned technology and AI expert and

Exhibit 99.1 Eightco Holdings Inc. (OCTO) Announces $250 Million Private Placement with an Additional $20 Million Strategic Investment from BitMine (BMNR) to Initiate World’s First Worldcoin (WLD) Treasury Strategy Dan Ives, renowned technology and AI expert and Wall Street analyst, to serve as Chairman of the Board In an increasingly agentic world, World is delivering critical “Proof of Human” (P

144

144 0001479044 XXXXXXXX LIVE 0001892492 Eightco Holdings, Inc. 001-41033 101 Larry Holmes Drive Suite 313 Easton PA 18042 888-765-8933 PAUL N. VASSILAKOS Former Affiliate Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 208483 10094955.34 3044744 09/08/2025 NASDAQ Common 12/29/2023 Private Acquisition from Issuer/Affiliate Issuer N 90

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): August 26, 2025 EIGHTCO HOLDINGS

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): August 26, 2025 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission F

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): August 13, 2025 EIGHTCO HOLDINGS

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): August 13, 2025 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41033 EIGHTCO HOLDINGS INC.

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

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 ☐ Transit

Entry into a Material Definitive Agreement

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): May 30, 2025 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41033 EIGHTCO HOLDINGS INC

EIGHTCO HOLDINGS INC. APPOINTS NICOLA CAIANO TO BOARD OF DIRECTORS

Exhibit 99.1 EIGHTCO HOLDINGS INC. APPOINTS NICOLA CAIANO TO BOARD OF DIRECTORS Easton, PA, April 28, 2025 (GLOBE NEWSWIRE) – Eightco Holdings Inc. (NASDAQ: OCTO) (the “Company” or “Eightco”) today announced the appointment of Nicola Caiano to its Board of Directors. Mr. Caiano brings over three decades of expertise in financial strategy, capital markets, and investment management, further strengt

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): April 26, 2025 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission Fi

Insider trading policy

Exhibit 19.1 Eightco Holdings, Inc. Policy on Insider Trading As of December 6th, 2023 (This policy replaces any previous Insider Trading Policies) This Insider Trading Policy describes the standards of Eightco Holdings, Inc. (the “Policy”) and its subsidiaries (the “Company”) on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41033 EIGHTCO HOLDINGS INC. (Ex

Eightco Announces the Completion of the sale of Fergueson Containers, Inc. Strategic Divestiture Continues Focus on Core Forever 8 Business’ Long-Term Growth

Exhibit 99.1 Eightco Announces the Completion of the sale of Fergueson Containers, Inc. Strategic Divestiture Continues Focus on Core Forever 8 Business’ Long-Term Growth Easton, PA, April 11, 2025 (GLOBE NEWSWIRE) – Eightco Holdings Inc. (NASDAQ: OCTO) (the “Company” or “Eightco”) today announced that it has completed the sale of its subsidiary, Ferguson Containers, Inc., to Reichard Corrugated P

Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

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): April 7, 2025 (November 22, 2024) EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporat

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

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: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

Submission of Matters to a Vote of Security Holders

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): January 16, 2025 (December 30, 2024) EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorpo

Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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): December 30, 2024 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): December 19, 2024 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission

Amendment to MIPA

Exhibit 10.1 AGREEMENT Reference is made to that certain Membership Interest Purchase Agreement, dated September 14, 2022, as amended (the “MIPA”), by and among Eightco Holdings Inc. (formerly Cryptyde, Inc.) (the “Purchaser”), Forever 8 Fund, LLC (“Forever 8”), the members of Forever 8 set forth on the signature pages thereto (the “Sellers”) and Paul Vassilakos, in his capacity as representative

Form of New Series A Loan and Guaranty Agreement

Exhibit 10.2 LOAN AND SECURITY AGREEMENT SERIES A THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made and dated as of December 19, 2024 and is entered into by and among (a) FOREVER 8 FUND, LLC, a Delaware limited liability company (the “Borrower”); (b) the several individuals, financial institutions or entities from time to time parties to this Agreement as lenders (collectively, referred

Form of New Series C Loan and Guaranty Agreement

Exhibit 10.3 LOAN AND SECURITY AGREEMENT SERIES c THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made and dated as of December 19, 2024 and is entered into by and among (a) FOREVER 8 FUND, LLC, a Delaware limited liability company (the “Borrower”); (b) the several individuals, financial institutions or entities from time to time parties to this Agreement as lenders (collectively, referred

Eightco Completes Non-Dilutive Capital Raise and Second Debt Extension $7.2 Million Debt Extension and $3.1 Million New Financing to Fuel Expansion Plans for 2025

Exhibit 99.1 Eightco Completes Non-Dilutive Capital Raise and Second Debt Extension $7.2 Million Debt Extension and $3.1 Million New Financing to Fuel Expansion Plans for 2025 Easton, PA, December 20, 2024 (GLOBE NEWSWIRE) – Eightco Holdings Inc. (NASDAQ: OCTO) (the “Company” or “Eightco”) today announced that its wholly-owned subsidiary, Forever 8 Fund, LLC (“Forever 8”), completed a series of tr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy

Asset Purchase Agreement, dated as of November 22, 2024, by and among Ferguson Containers, Inc., Eightco Holdings, Inc., Ferguson Containers, LLC and Edward Reichard and Derick Reichard

Exhibit 2.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”), dated as of November 22, 2024, is entered into by and among Ferguson Containers, Inc., a New Jersey Corporation (“Seller”), and Eightco Holdings, Inc., a Delaware Corporation (“Seller’s Owner” and together with Seller, the “Selling Parties”) and Ferguson Containers, LLC, a New Jersey Limited Liability Company (“

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 22, 2024 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41033 EIGHTCO HOLDINGS

OCTO / Eightco Holdings Inc. / Hudson Bay Capital Management LP - OCTO 13G/A Passive Investment

SC 13G/A 1 octo13ga.htm OCTO 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Eightco Holdings Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 22890A302 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

Letter from Morison Cogen LLP addressed to the Securities and Exchange Commission dated October 4, 2024

Exhibit 16.1 October 4, 2024 Securities and Exchange Commission 100 F Street NE Washington, DC 20549 Ladies and Gentlemen: We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on September 30, 2024, to be filed by our former client, Eightco Holdings Inc. (the “Company”). We agree with the statements made in response to that Item insofar as they re

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): September 30, 2024

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): September 30, 2024 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commissio

Amendment No. 1 to At the Market Issuance Sales Agreement

Exhibit 10.1 Eightco Holdings Inc. 101 Larry Holmes Drive, Suite 313 Easton, PA 18042 September 25, 2024 Univest Securities, LLC 75 Rockefeller Plaza, Suite 1803 New York, NY, 10019 Re: Amendment No. 1 to At-The-Market Issuance Sales Agreement (the “Amendment No. 1”) Gentlemen: Reference is made to that certain At-The-Market Issuance Sales Agreement, dated April 25, 2024 (the “Agreement”), between

Up to $2,527,639 Eightco Holdings Inc. Common Stock

Amendment No. 1 Filed pursuant to Rule 424(b)(5) (to Prospectus Supplement dated April 25, 2024 Registration No. 333-276876 to Prospectus dated April 18, 2024) Up to $2,527,639 Eightco Holdings Inc. Common Stock This amendment no. 1, or this “Amendment,” amends our prospectus supplement dated April 25, 2024, or the “Prospectus Supplement.” This Amendment should be read in conjunction with the Pros

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): September 25, 2024

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): September 25, 2024 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commissio

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): September 25, 2024

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): September 25, 2024 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commissio

Eightco Announces $100 million Revenue Forecast – Releases 2025 Strategic Plan Improved Financial Condition Allows Focus on Revenue Growth & Profitability

Exhibit 99.1 Eightco Announces $100 million Revenue Forecast – Releases 2025 Strategic Plan Improved Financial Condition Allows Focus on Revenue Growth & Profitability Easton, PA, September 25, 2024 (GLOBE NEWSWIRE) – Eightco Holdings Inc. (NASDAQ: OCTO) (the “Company” or “Eightco”) is pleased to provide an update to its shareholders regarding its achievements year to date and 2025 initiatives. 20

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): September 24, 2024

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): September 24, 2024 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction (Commission (IRS Employer of

Eightco Regains Compliance with Nasdaq Listing Requirements

Exhibit 99.1 Eightco Regains Compliance with Nasdaq Listing Requirements Easton, PA, September 24, 2024 (GLOBE NEWSWIRE) – Eightco Holdings Inc. (NASDAQ: OCTO) (the “Company” or “Eightco”) today announced that the Company received formal notice from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company has regained compliance with Nasdaq’s minimum bid price requirement (the “Bid Price Requiremen

Quarter Driven by Capital Restructuring to Prioritize Financial Stability

Exhibit 99.1 Eightco Announces Second Quarter 2024 Financial Results Quarter Driven by Capital Restructuring to Prioritize Financial Stability ● Second quarter 2024 net income of $4.4 million versus net loss of ($8.9) million for the prior year quarter, due to better operating performance and elimination of warrant losses related to a retired convertible note ● Second quarter 2024 revenues of $7.0

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): August 15, 2024 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41033 EI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41033 EIGHTCO HOLDINGS INC.

Amendment to Amended and Restated Certificate of Incorporation (previously filed with the Securities and Exchange Commission as Exhibit 3.1 to the Current Report on Form 8-K dated August 13, 2024)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF EIGHTCO HOLDINGS INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Eightco Holdings Inc., a corporation organized under and existing by virtue of the General Corporation Law of the State of Delaware (“DGCL”), DOES HEREBY CERTIFY: 1. The name of the corporation is Eightco Holdings Inc. (t

Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): August 8, 2024 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission Fi

Eightco Achieves Revenues of $100mn in Mobile Phone Business

Exhibit 99.1 Eightco Achieves Revenues of $100mn in Mobile Phone Business Easton, PA, July 23, 2024 (GLOBE NEWSWIRE) – Eightco Holdings Inc. (NASDAQ: OCTO) (the “Company” or “Eightco”) today announced that its wholly-owned subsidiary, Forever 8 Fund LLC (“Forever 8”), has reached $100 million in revenues from its refurbished Apple smartphone division since launching in April 2021. “We are excited

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): July 23, 2024

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): July 23, 2024 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission Fil

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): July 16, 2024

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): July 16, 2024 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction (Commission (IRS Employer of inco

Eightco Provides Shareholder Update Significant Improvement in Financial Condition Allows Renewed Focus on Revenue Growth

Exhibit 99.1 Eightco Provides Shareholder Update Significant Improvement in Financial Condition Allows Renewed Focus on Revenue Growth Easton, PA, July 16, 2024 (GLOBE NEWSWIRE) – Eightco Holdings Inc. (NASDAQ: OCTO) (the “Company” or “Eightco”) is pleased to provide an update to its shareholders regarding recent activities and future initiatives for growth. The Company has made significant progre

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

LETTER

July 9, 2024 Paul Vassilakos Chief Executive Officer Eightco Holdings Inc. 101 Larry Holmes Drive, Suite 313 Easton, Pennsylvania 18042 Re: Eightco Holdings Inc. Form 10-K for the Fiscal Year ended December 31, 2023 Filed April 2, 2024 File No. 001-41033 Dear Paul Vassilakos: We have completed our review of your filing. We remind you that the company and its management are responsible for the accu

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): June 27, 2024

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): June 27, 2024 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction (Commission (IRS Employer of inco

NASDAQ Grants Eightco’s Request for Continued Listing on The Nasdaq Capital Market Continued listing is subject to meeting certain conditions by August 23, 2024 including maintaining a minimum bid price of $1.00 or more for a minimum of ten consecuti

Exhibit 99.1 NASDAQ Grants Eightco’s Request for Continued Listing on The Nasdaq Capital Market Continued listing is subject to meeting certain conditions by August 23, 2024 including maintaining a minimum bid price of $1.00 or more for a minimum of ten consecutive trading sessions Easton, PA, July 1, 2024 (GLOBE NEWSWIRE) – Eightco Holdings Inc. (NASDAQ: OCTO) (the “Company” or “Eightco”) is plea

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Agreement, dated June 20, 2024, between Vinco Ventures, Inc. and Eightco Holdings Inc. (previously filed with the Securities and Exchange Commission as Exhibit 10.4 to the Current Report on Form 8-K dated June 21, 2024)

Exhibit 10.4 AGREEMENT Reference is made to that certain Separation and Distribution Agreement, dated as of May 5, 2022 (“Agreement”), by and between Vinco Ventures, Inc. (“Vinco”) and Eightco Holdings Inc. (formerly Cryptyde, Inc.) (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement. Pursuant to the Agreement, the Comp

Note Agreement, dated June 14, 2024 (previously filed with the Securities and Exchange Commission as Exhibit 10.1 to the Current Report on Form 8-K dated June 21, 2024)

Exhibit 10.1 AGREEMENT Reference is made to that certain Membership Interest Purchase Agreement, dated September 14, 2022 (the “MIPA”), by and among Eightco Holdings Inc. (formerly Cryptyde, Inc.) (the “Purchaser”), Forever 8 Fund, LLC (“Forever 8”), the members of Forever 8 set forth on the signature pages thereto (the “Sellers”) and Paul Vassilakos, in his capacity as representative of the Selle

Amendment, dated June 20, 2024, to Membership Interest Purchase Agreement, dated September 14, 2022, by and among Eightco Holdings Inc., Forever 8 Fund, LLC, the former members of Forever 8 Fund LLC set forth on the signature pages thereto and Paul Vassilakos, in his capacity as representative of the Sellers (previously filed with the Securities and Exchange Commission as Exhibit 10.2 to the Current Report on Form 8-K dated June 21, 2024)

Exhibit 10.2 AGREEMENT Reference is made to that certain Membership Interest Purchase Agreement, dated September 14, 2022 (the “MIPA”), by and among Eightco Holdings Inc. (formerly Cryptyde, Inc.) (the “Company”), Forever 8 Fund, LLC (“Forever 8”), the members of Forever 8 set forth on the signature pages thereto (the “Sellers”) and Paul Vassilakos, in his capacity as representative of the Sellers

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): June 14, 2024

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): June 14, 2024 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction (Commission (IRS Employer of inco

Lease Agreement, dated June 19, 2024 (previously filed with the Securities and Exchange Commission as Exhibit 10.3 to the Current Report on Form 8-K dated June 21, 2024)

Exhibit 10.3 AGREEMENT Reference is made to that certain Commercial Lease Agreement, dated October 19, 2022 (the “Lease Agreement”), by and among Eightco Holdings Inc. (formerly Cryptyde, Inc.) (the “Company”), and TXC Services LLC, the parent of Foxx Trot Tango, LLC (the “Landlord”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Lease Agre

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41033 EIGHT

Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-4499 (212) 818-8800

Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-4499 (212) 818-8800 Facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] June 6, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Re: Eightco Holdings Inc. Form 10-K for the Fiscal

LETTER

United States securities and exchange commission logo May 22, 2024 Paul Vassilakos Chief Executive Officer Eightco Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41033 EIGHTCO HOLDINGS INC

Amendment to Membership Interest Purchase Agreement (previously filed with the Securities and Exchange Commission as Exhibit 10.1 to the Current Report on Form 8-K dated May 7, 2024)

Exhibit 10.1 AGREEMENT Reference is made to that certain Membership Interest Purchase Agreement, dated September 14, 2022 (the “MIPA”), by and among Eightco Holdings Inc. (formerly Cryptyde, Inc.) (the “Company”), Forever 8 Fund, LLC (“Forever 8”), the members of Forever 8 set forth on the signature pages thereto (the “Sellers”) and Paul Vassilakos, in his capacity as representative of the Sellers

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): May 6, 2024 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction (Commission (IRS Employer of incorp

Eightco Announces the Cancellation of the Forever 8 2022 Merger Earnout Consideration

Exhibit 99.1 Eightco Announces the Cancellation of the Forever 8 2022 Merger Earnout Consideration Easton, PA, May 07, 2024 (GLOBE NEWSWIRE) – Eightco Holdings Inc. (NASDAQ: OCTO) (the “Company” or “Eightco”) today announced that the former owners (“F8 Members”) of Forever 8 Fund, LLC (“Forever 8”) have agreed, effective as of March 17, 2024, to cancel their right to receive certain earnout consid

Eightco Holdings Inc. Common Stock

Prospectus Supplement Filed Pursuant to Rule 424(b)(5) (To Prospectus dated April 18, 2024) Registration No.

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): April 25, 2024

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): April 25, 2024 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction (Commission (IRS Employer of inc

At the Market Issuance Sales Agreement (previously filed with the Securities and Exchange Commission as Exhibit 10.1 to the Current Report on Form 8-K dated April 25, 2024)

Exhibit 10.1 Eightco Holdings Inc. Up to $2,000,000 of Common Stock AT-THE-MARKET ISSUANCE SALES AGREEMENT April 25, 2024 Univest Securities, LLC 75 Rockefeller Plaza, Suite 1803 New York, NY, 10019 Ladies and Gentlemen: Eightco Holdings Inc., a Delaware corporation (the “Company”), proposes to issue and sell through Univest Securities, LLC, as selling agent (the “Agent”), shares of common stock,

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): April 17, 2024

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): April 17, 2024 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction (Commission (IRS Employer of inc

Eightco Announces Product Expansion in Forever 8’s Apple Products Business

Exhibit 99.1 Eightco Announces Product Expansion in Forever 8’s Apple Products Business Easton, PA, April 17, 2024 (GLOBE NEWSWIRE) – Eightco Holdings Inc. (NASDAQ: OCTO) (the “Company” or “Eightco”), today announced that its subsidiary, Forever 8 Fund LLC (“Forever 8”), is expanding the products for which it will provide inventory capital. In addition to operating in the broader e-Commerce market

Eightco Holdings Inc. 101 Larry Holmes Drive, Suite 313 Easton, PA 18042

Eightco Holdings Inc. 101 Larry Holmes Drive, Suite 313 Easton, PA 18042 April 16, 2024 VIA EDGAR Division of Corporation Finance Office of Finance U.S. Securities and Exchange Commission Washington, D.C. 20549 Attention: Robert Arzonetti Re: Eightco Holdings Inc. Registration Statement on Form S-3 Originally filed on February 5, 2024, as amended on April 3, 2024 File No. 333-276876 (as amended, t

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): April 9, 2024 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41033 EIGHT

Description of Securities

Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The following description of common stock and preferred stock summarizes the material terms and provisions of the common stock and preferred stock that we may offer under this prospectus, but is not complete. For the complete terms of our common stock and preferred stock, please refer to our certificate of incorporation, as amended, any certificates of desi

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Eightco Holdings Inc.

As filed with the U.S. Securities and Exchange Commission on April 2, 2024

As filed with the U.S. Securities and Exchange Commission on April 2, 2024 Registration No. 333-276876 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 87-2755739 (State or other jurisdiction o

Clawback Policy

Exhibit 97.1 EIGHTCO HOLDINGS INC. Compensation Recovery Policy This Compensation Recovery Policy (this “Policy”) of Eightco Holdings Inc. (the “Company”) is hereby adopted as of November 3, 2023 in compliance with Rule 5608 of the Nasdaq Rules. Certain terms used herein shall have the meanings set forth in “Section 3. Definitions” below. Section 1. Recovery Requirement Subject to Section 4 of thi

Description of Securities

Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The following description of common stock and preferred stock summarizes the material terms and provisions of the common stock and preferred stock that we may offer under this prospectus, but is not complete. For the complete terms of our common stock and preferred stock, please refer to our certificate of incorporation, as amended, any certificates of desi

April 2, 2024

April 2, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41033 EIGHTCO HOLDINGS INC. (Ex

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): April 2, 2024 (March 28, 2024)

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): April 2, 2024 (March 28, 2024) EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction (Commission (IRS

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41033 NOTIFICATION OF LATE FILING CUSIP NUMBER 22890A203 (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: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

Intercreditor Agreement, dated as of March 15, 2024 (previously filed with the Securities and Exchange Commission as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed March 18, 2024)

Exhibit 10.3 INTERCREDITOR AGREEMENT INTERCREDITOR AGREEMENT (this “Agreement”) dated as of this 15th day of March, 2024, by and among Paul Vassilakos, an individual residing at 234 5th Ave, Suite 509, New York NY 10001 (together with his successors and permitted assigns, solely in his capacity as the administrative and collateral agent for the Secured Lenders “Agent” (as defined below), the under

Subordination Agreement, dated as of March 15, 2024 (previously filed with the Securities and Exchange Commission as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed March 18, 2024)

Exhibit 10.2 SUBORDINATION AGREEMENT This Subordination Agreement (this “Agreement”) is made as of March 15, 2024, by and among the several individuals, financial institutions or entities from time to time parties to this Agreement as subordinated lenders (collectively referred to as “Subordinated Lenders” and each a “Subordinated Lender”), Forever 8 Fund, LLC, a Delaware limited liability company

Seller Notes Amendment, dated as of March 17, 2024 (previously filed with the Securities and Exchange Commission as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed March 18, 2024)

Exhibit 10.4 AGREEMENT Reference is made to that certain Membership Interest Purchase Agreement, dated September 14, 2022 (the “MIPA”), by and among Eightco Holdings Inc. (formerly Cryptyde, Inc.) (the “Purchaser”), Forever 8 Fund, LLC (“Forever 8”), the members of Forever 8 set forth on the signature pages thereto (the “Sellers”) and Paul Vassilakos, in his capacity as representative of the Selle

General Release and Severance Agreement, dated as of March 17, 2024, by and between Eightco Holdings Inc. and Kevin O’Donnell (previously filed with the Securities and Exchange Commission as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed March 18, 2024)

Exhibit 10.6 GENERAL RELEASE AND SEVERANCE AGREEMENT This General Release and Severance Agreement (the “Agreement”), dated as of March 17, 2024 is made and entered into by and between Kevin O’Donnell (“Employee”) and Eightco Holdings Inc., a Delaware corporation (formerly and including Cryptyde, Inc.) (the “Company”). The Company and the Executive shall be referred to herein as the “Parties.” For

Employment Agreement, dated as of March 17, 2024, by and between Eightco Holdings Inc. and Paul Vassilakos (previously filed with the Securities and Exchange Commission as Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed March 18, 2024)

Exhibit 10.7 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of March 17, 2024 (the “Effective Date”) and is entered into by and between Paul Vassilakos (the “Executive”) and Eightco Holdings Inc., a Delaware corporation (formerly and including Cryptyde, Inc.) (the “Company”). The Company and the Executive shall be referred to herein as the “Parties.” RECITALS Whereas

Form of Non-Qualified Stock Option Agreement (previously filed with the Securities and Exchange Commission as Exhibit 10.9 to the Registrant’s Current Report on Form 8-K filed March 18, 2024)

Exhibit 10.9 NONQUALIFIED STOCK OPTION AGREEMENT EIGHTCO HOLDINGS INC. 2022 LONG-TERM INCENTIVE PLAN 1. Grant of Option. Pursuant to the Eightco Holdings Inc. 2022 Long-Term Incentive Plan (the “Plan”) for Employees, Contractors, and Outside Directors of Eightco Holdings Inc., a Delaware corporation (the “Company”), the Company grants to (the “Participant”) an option (the “Stock Option”) to purcha

First Amendment to the General Release and Severance Agreement, dated as of March 17, 2024, by and between Eightco Holdings Inc. and Brian McFadden (previously filed with the Securities and Exchange Commission as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed March 18, 2024)

Exhibit 10.5 First Amendment To General Release and Severance Agreement This First Amendment to General Release and Severance Agreement (this “Amendment”), dated as of March 17, 2024 is made and entered into by and between Brian McFadden (“Employee”) and Eightco Holdings Inc., a Delaware corporation (formerly and including Cryptyde, Inc.) (the “Company”) for the purpose of amending that certain Ge

Series D Loan and Guaranty Agreement, dated as of March 15, 2024 (previously filed with the Securities and Exchange Commission as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 18, 2024)

Exhibit 10.1 LOAN AND SECURITY AGREEMENT SERIES D THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made and dated as of March 15, 2024 and is entered into by and among (a) FOREVER 8 FUND, LLC, a Delaware limited liability company (the “Borrower”); (b) the several individuals, financial institutions or entities from time to time parties to this Agreement as lenders (collectively, referred to

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): March 15, 2024 EIGHTCO HOLDINGS I

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): March 15, 2024 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission Fi

Eightco announces Paul Vassilakos as Executive Chairman and Chief Executive Officer and Certain Balance Sheet

Exhibit 99.1 Eightco announces Paul Vassilakos as Executive Chairman and Chief Executive Officer and Certain Balance Sheet Improvements Easton, PA, March 18, 2024 (GLOBE NEWSWIRE) – Eightco Holdings Inc. (NASDAQ: OCTO) (the “Company” or “Eightco”) today announced that Paul N. Vassilakos has been named as the Company’s Executive Chairman and Chief Executive Officer. Kevin O’Donnell, who served as t

Indemnification Agreement, dated as of March 17, 2024, by and between Eightco Holdings Inc. and Paul Vassilakos (previously filed with the Securities and Exchange Commission as Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed March 18, 2024)

Exhibit 10.8 INDEMNIFICATION AGREEMENT This Agreement, made and entered into as of the 17th day of March, 2024 (this “Agreement”), by and between Eightco Holdings Inc., a Delaware corporation (the “Company”), and Paul Vassilakos (“Indemnitee”): WHEREAS, highly competent persons may be reluctant to serve as directors, officers, employees, fiduciaries and other agents (“Representatives”) of corporat

LETTER

United States securities and exchange commission logo March 4, 2024 Brian McFadden Chief Executive Officer Eightco Holdings Inc.

General Release and Severance Agreement, dated as of February 26, 2024, by and between Eightco Holdings Inc. and Brian McFadden (previously filed with the Securities and Exchange Commission as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed February 26, 2024)

Exhibit 10.2 GENERAL RELEASE AND SEVERANCE AGREEMENT This General Release and Severance Agreement (the “Agreement”), dated as of February 26, 2024 is made and entered into by and between Brian McFadden (“Employee”) and Eightco Holdings Inc. (formerly and including Cryptyde, Inc.) (the “Company”). For good and valuable consideration, receipt of which is hereby acknowledged, in order to effect a mut

Eightco announces early repayment of debt, private placement and certain changes at the parent company level

Exhibit 99.1 Eightco announces early repayment of debt, private placement and certain changes at the parent company level Easton, PA, February 26, 2024 (GLOBE NEWSWIRE) – Eightco Holdings Inc. (NASDAQ: OCTO) (the “Company”) today announced that it has, ahead of schedule, made its final repayment pursuant to the Prepayment and Redemption Agreement, dated as of October 23, 2023, by and between the C

General Release and Severance Agreement, dated as of February 26, 2024, by and between Eightco Holdings Inc. and Brett Vroman (previously filed with the Securities and Exchange Commission as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed February 26, 2024)

Exhibit 10.3 GENERAL RELEASE AND SEVERANCE AGREEMENT This General Release and Severance Agreement (the “Agreement”), dated as of February 26, 2024 is made and entered into by and between Brett Vroman (“Employee”) and Eightco Holdings Inc. (formerly and including Cryptyde, Inc.) (the “Company”). For good and valuable consideration, receipt of which is hereby acknowledged, in order to effect a mutua

Consulting Agreement, dated as of February 22, 2024, by and between Eightco Holdings Inc. and CXO Lite, LLC (previously filed with the Securities and Exchange Commission as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed February 26, 2024)

Exhibit 10.4 CONSULTING AGREEMENT This CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of this 22nd day of February 2024, with an effective date of January 1, 2024 (the “Effective Date”) by and between Eightco Holdings, Inc., a corporation organized under laws of the State of Delaware (the “Company”), and CXO Lite, LLC, a limited liability company organized under laws of the Sta

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement

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): February 22, 2024 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission

Form of Securities Purchase Agreement, dated as of February 26, 2024, by and between Eightco Holdings Inc. and the investors named therein (previously filed with the Securities and Exchange Commission as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed February 26, 2024)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 26, 2024, between Eightco Holdings Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditio

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): February 21, 2024 (February 14, 2024) EIGHTCO HOLDINGS INC. (f/k/a CRYPTYDE, INC.) (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other

US22890A2033 / Eightco Holdings Inc / Hudson Bay Capital Management LP - OCTO 13GA Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Eightco Holdings Inc. (formerly known as Cryptyde, Inc.) (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 22890A203 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

Form of Senior Indenture (previously filed with the Securities and Exchange Commission as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 filed February 5, 2024)

Exhibit 4.1 EIGHTCO HOLDINGS, INC. Issuer AND [ ] Trustee INDENTURE Dated as of [ ] Senior Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a) 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313(b). 5.04(a) 313(c). 5.0

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Eightco Holdings Inc.

Form of Subordinated Indenture (previously filed with the Securities and Exchange Commission as Exhibit 4.2 to the Registrant’s Registration Statement on Form S-3 filed February 5, 2024)

Exhibit 4.2 EIGHTCO HOLDINGS, INC. Issuer AND [ ] Trustee INDENTURE Dated as of [ ] Subordinated Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a). 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313(b). 5.04(a) 313(

As filed with the U.S. Securities and Exchange Commission on February 5, 2024

As filed with the U.S. Securities and Exchange Commission on February 5, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 87-2755739 (State or other jurisdiction of incorporation or organization) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 87-2755739 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 909 New Brunswick Ave. Phillipsb

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Eightco Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 87-2755739 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 909 New Brunswick Ave. Phillipsburg, NJ 08865 (Address of Principa

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): January 2, 2024 EIGHTCO HOLDINGS

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): January 2, 2024 EIGHTCO HOLDINGS INC. (f/k/a CRYPTYDE, INC.) (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incor

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): December 28, 2023 EIGHTCO HOLDING

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): December 28, 2023 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission

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): December 5, 2023 (October 24, 202

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): December 5, 2023 (October 24, 2023) EIGHTCO HOLDINGS INC. (f/k/a CRYPTYDE, INC.) (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other j

Subordination Agreement (previously filed with the Securities and Exchange Commission as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed December 5, 2023)

Exhibit 10.1 SUBORDINATION AGREEMENT This Subordination Agreement (this “Agreement”) is made as of October , 2023, by and among the several individuals, financial institutions or entities from time to time parties to this Agreement as subordinated lenders (collectively referred to as “Subordinated Lenders” and each a “Subordinated Lender”), Forever 8 Fund, LLC, a Delaware limited liability company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41033 EIGHTCO HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy

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Eightco Holdings Inc. 2022 Annual Report to Stockholders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant  ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2)) ☒ Definitive Prox

Regulation FD Disclosure, Financial Statements and Exhibits

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 30, 2023 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission

Eightco Holdings Announces Successful Initial Payment in Prepayment and Redemption Agreement, Clearing All Outstanding Warrants with Certain Investor

Exhibit 99.1 Eightco Holdings Announces Successful Initial Payment in Prepayment and Redemption Agreement, Clearing All Outstanding Warrants with Certain Investor Safety Harbor, Florida, Oct. 30, 2023 (GLOBE NEWSWIRE) — Eightco Holdings Inc. (NASDAQ: OCTO) (the “Company”) proudly announces the successful completion of the initial payment as part of the previously disclosed Prepayment and Redemptio

Lender Joinder Agreement (previously filed with the Securities and Exchange Commission as Exhibit 10.2 to the Current Report on Form 8-K dated October 24, 2023)

Exhibit 10.2 form [F101023 05] LENDER JOINDER AGREEMENT This LENDER JOINDER AGREEMENT (this “Joinder”) is made as of 2023. Reference is made to that certain Loan and Security Agreement, dated as of October 4, 2023, (as the same may be amended, modified, supplemented or restated from time to time, the “Loan Agreement”), by and among (a) FOREVER 8 FUND, LLC, a Delaware limited liability company (the

Loan and Security Agreement Series C (previously filed with the Securities and Exchange Commission as Exhibit 10.3 to the Current Report on Form 8-K dated October 24, 2023)

Exhibit 10.3 LOAN AND SECURITY AGREEMENT SERIES c THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made and dated as of October [●], 2023 and is entered into by and among (a) FOREVER 8 FUND, LLC, a Delaware limited liability company (the “Borrower”); (b) the several individuals, financial institutions or entities from time to time parties to this Agreement as lenders (collectively, referred

Eightco Holdings Inc. Achieves Prepayment and Redemption Agreement with respect to Certain Outstanding Senior Secured Convertible Notes and Warrants

Exhibit 99.1 Eightco Holdings Inc. Achieves Prepayment and Redemption Agreement with respect to Certain Outstanding Senior Secured Convertible Notes and Warrants Safety Harbor, Florida, October 24, 2023 — Eightco Holdings Inc. (NASDAQ: OCTO) (the “Company”) is pleased to unveil a Prepayment and Redemption Agreement (the “Agreement”) with an accredited investor (“Investor”), signifying a noteworthy

Loan and Security Agreement Series B (previously filed with the Securities and Exchange Commission as Exhibit 10.1 to the Current Report on Form 8-K dated October 24, 2023)

Exhibit 10.1 LOAN AND SECURITY AGREEMENT [SERIES B] THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made and dated as of October 4, 2023 and is entered into by and among (a) FOREVER 8 FUND, LLC, a Delaware limited liability company (the “Borrower”); (b) the several individuals, financial institutions or entities from time to time parties to this Agreement as lenders (collectively, referred

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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 24, 2023 (October 6, 2023) EIGHTCO HOLDINGS INC. (f/k/a CRYPTYDE, INC.) (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other ju

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 23, 2023 EIGHTCO HOLDINGS

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 23, 2023 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission

Prepayment and Redemption Agreement, dated as of October 23, 2023, by and between Eightco Holdings Inc. and the investor signatory thereto (previously filed with the Securities and Exchange Commission as Exhibit 10.1 to the Current Report on Form 8-K dated October 24, 2023)

Exhibit 10.1 CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS [*****], HAS BEEN OMITTED IN RELIANCE ON REGULATION S-K, ITEM 601(B)(10)(IV) BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS CONFIDENTIAL. PREPAYMENT AND REDEMPTION AGREEMENT This PREPAYMENT AND REDEMPTION AGREEMENT (as amended, the “Agreement”), date

Costs Associated with Exit or Disposal Activities

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 19, 2023 (October 13, 2023) EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction (Commission

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 5, 2023 (September 29, 2023) EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction (Commissio

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): August 25, 2023 EIGHTCO HOLDINGS

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): August 25, 2023 EIGHTCO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorporation) (Commission F

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): August 25, 2023 (August 23, 2023)

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): August 25, 2023 (August 23, 2023) EIGHTCO HOLDINGS INC. (f/k/a CRYPTYDE, INC.) (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jur

Loan and Security Agreement and Promissory Note between Forever 8 Fund, LLC and Todd Kuimjian (previously filed with the Securities and Exchange Commission as Exhibit 10.1 to the Current Report on Form 8-K dated August 25, 2023)

Exhibit 10.1 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made and dated as of and is entered into by and among (a) FOREVER 8 FUND, LLC, a Delaware limited liability company (the “Borrower”); (b) the several individuals, financial institutions or entities from time to time parties to this Agreement as lenders (collectively, referred to as “Lenders” and each a

Loan and Security Agreement and Promissory Note between Forever 8 Fund, LLC and Joseph Johnston (previously filed with the Securities and Exchange Commission as Exhibit 10.2 to the Current Report on Form 8-K dated August 22, 2023)

Exhibit 10.2 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made and dated as of and is entered into by and among (a) FOREVER 8 FUND, LLC, a Delaware limited liability company (the “Borrower”); (b) the several individuals, financial institutions or entities from time to time parties to this Agreement as lenders (collectively, referred to as “Lenders” and each a

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): August 22, 2023 (August 16, 2023)

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): August 22, 2023 (August 16, 2023) EIGHTCO HOLDINGS INC. (f/k/a CRYPTYDE, INC.) (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jur

Loan and Security Agreement and Promissory Note between Forever 8 Fund, LLC and Kevin O’Donnell (previously filed with the Securities and Exchange Commission as Exhibit 10.1 to the Current Report on Form 8-K dated August 22, 2023)

Exhibit 10.1 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is effective as of August , 2023,and is entered into by and among (a) FOREVER 8 FUND, LLC, a Delaware limited liability company (the “Borrower”); (b) the several individuals, financial institutions or entities from time to time parties to this Agreement as lenders (collectively, referred to as “Lenders” an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41033 EIGHTCO HOLDINGS INC.

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): June 27, 2023 (June 21, 2023) EIG

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): June 27, 2023 (June 21, 2023) EIGHTCO HOLDINGS INC. (f/k/a CRYPTYDE, INC.) (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdi

Form of Promissory Note (previously filed with the Securities and Exchange Commission as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed June 27, 2023)

Exhibit 10.2 EXHIBIT A PROMISSORY NOTE $100,000 Closing Date: June 21, 2023 Maturity Date: June 30, 2024 FOR VALUE RECEIVED, Forever 8 Fund, LLC, a Delaware limited liability company (the “Borrower”) hereby promise to pay to the order of Brian McFadden (“Lender”) at 611 fort Harrison Avenue, Suite 363 Clearwater Fl 33756 or such other place of payment as the holder of this Secured Term Promissory

Loan and Security Agreement (previously filed with the Securities and Exchange Commission as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 27, 2023)

Exhibit 10.1 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is effective as of June 21, 2023 and is entered into by and among (a) FOREVER 8 FUND, LLC, a Delaware limited liability company (the “Borrower”); (b) the several individuals, financial institutions or entities from time to time parties to this Agreement as lenders (collectively, referred to as “Lenders” an

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): June 21, 2023 EIGHTCO HOLDINGS IN

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): June 21, 2023 EIGHTCO HOLDINGS INC. (f/k/a CRYPTYDE, INC.) (Exact name of registrant as specified in its charter) Delaware 001-41033 87-2755739 (State or other jurisdiction of incorpo

Eightco Holdings Inc. Raises Revenue Guidance to $73 Million for Fiscal Year 2023

Exhibit 99.1 Eightco Holdings Inc. Raises Revenue Guidance to $73 Million for Fiscal Year 2023 SAFETY HARBOR, Florida, June 21, 2023 (GLOBE NEWSWIRE) — Eightco Holdings Inc. (NASDAQ: OCTO) (“Eightco” or the “Company”) announced today that it is raising its revenue guidance for fiscal year 2023. The Company now expects to generate $73 million in revenue, representing over a 20% increase over its pr

Eightco Holdings Inc. 13,749,848 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-272397 PROSPECTUS Eightco Holdings Inc. 13,749,848 Shares of Common Stock This prospectus relates to the resale by the selling stockholders named in this prospectus from time to time of up to 13,749,848 shares of our common stock, par value $0.001 per share. These shares of common stock consist of: ● 2,763,545 shares of our common stock (the “M