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) | (Commission File Number) | (IRS Employer Identification No.) |
101 Larry Holmes Drive Suite 313 Easton, PA 18042 | 34695 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (888) 765-8933
(Former name or former address, if changed since last report)
Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $0.001 par value | OCTO | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On September 25, 2024, Eightco Holdings Inc. (the “Company”) entered into an amendment (the “Amendment”) to the previously disclosed At-The-Market Issuance Sales Agreement (the “Agreement”), dated April 25, 2024, with Univest Securities, LLC, as the sales agent (the “Agent”). Pursuant to the Agreement, the Company was able to offer and sell, from time to time through or to the Agent, as sales agent or principal, shares of the Company’s common stock, par value $0.001 per share (the “Shares”), having an aggregate offering price of up to $2,000,000 (the “Offering”). The Amendment increased the aggregate offering amount from $2,000,000 to $2,750,000; provided, however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Shares that would exceed the number or dollar amount of Shares permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable).
The Shares are being offered and sold pursuant to the Company’s effective shelf registration statement under the Securities Act of 1933, as amended (the “Securities Act”), on Form S-3 (File No. 333-276876), which was declared effective by the Securities and Exchange Commission (the “SEC”) on April 18, 2024, and the prospectus supplement relating to the Shares, dated April 25, 2024, which the Company filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act on April 25, 2024, as amended by Amendment No. 1 to the prospectus supplement dated September 25, 2024, which the Company filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act on September 26, 2024.
The Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Amendment and the Offering does not purport to be complete and is qualified in its entirety by reference to such exhibit. The Amendment has been included to provide investors and security holders with information regarding its terms. The Amendment is not intended to provide any other factual information about the Company. A copy of the opinion of Graubard Miller relating to the legality of the issuance and sale of the Shares pursuant to the Amendment is attached hereto as Exhibit 5.1.
This report shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation, or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
5.1 | Opinion of Graubard Miller | |
23.1 | Consent of Graubard Miller (included in Exhibit 5.1) | |
10.1 | Amendment No. 1 to At the Market Issuance Sales Agreement | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 26, 2024 | ||
Eightco Holdings Inc. | ||
By: | /s/ Paul Vassilakos | |
Name: | Paul Vassilakos | |
Title: | Chief Executive Officer |