{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-24-007829","form_type":"8-K","ticker":"ORBS","cik":"0001892492","company_name":"Eightco Holdings Inc.","filed_at":"2024-02-26T23:59:59+00:00","discovered_at":"2026-05-14T18:03:26.252485+00:00","generated_at":"2026-06-05T15:48:25.697116+00:00","sec_items":["1.01","2.03","3.02","5.02","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Eightco raises ~$0.81M in private placement, repays Hudson Bay note early, CEO departs with $422k severance","bullets":["Private placement of 987,807 shares at $0.82/share for ~$0.81M gross proceeds.","Final repayment of Hudson Bay convertible note of $365,000 ahead of schedule.","CEO Brian McFadden resigned; severance of $422,500 plus accrued salary; remains director until March 31.","Kevin O'Donnell appointed Interim CEO; Brett Vroman continues as CFO via consulting at $10k/month.","Company issued shares for warrant buyout, consultant fees, and director compensation; total diluted shares ~8.9M."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-24-007829","json":"https://secwatch.observer/filing/0001493152-24-007829.json","markdown":"https://secwatch.observer/filing/0001493152-24-007829.md","text":"https://secwatch.observer/filing/0001493152-24-007829.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1892492/000149315224007829/0001493152-24-007829-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1892492/000149315224007829/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-05T15:48:25.697116+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"dfa18edbc1733739a0322697bc9889a1b93af511","claim":"Eightco Holdings Inc. incurred loan of $75,000 with entity controlled by the Company’s former Chief Executive Officer and a entity related to a former employee.","evidence_excerpt":"terms of the Series B Agreement as Lenders pursuant to Section 2.6 of the Series B Agreement. On February 26, 2024, the Subsequent Lenders advanced the Borrower an aggregate of $75,000 (together, “ Subsequent Lender Loans ”), which Subsequent Lender Loans are evidenced by promissory notes made by the Borrower in favor of the Subsequent Lenders (the “ Notes ”).","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1892492/000149315224007829/0001493152-24-007829-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"loan"},{"label":"Principal","value":"$75,000"},{"label":"Counterparty","value":"entity controlled by the Company’s former Chief Executive Officer and a entity related to a former employee"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"0daad4cd70","claim":"Brian McFadden resigned as Chief Executive Officer at Eightco Holdings Inc..","evidence_excerpt":"Mr. McFadden’s resignation as Chief Executive Officer of the Company, effective as of December 31, 2023","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1892492/000149315224007829/0001493152-24-007829-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"2ff369afe4","claim":"Brian McFadden resigned as Director at Eightco Holdings Inc..","evidence_excerpt":"Mr. McFadden shall remain a director of the Company’s board of directors (the “Board”) under the standard terms, conditions, and bylaws of the Company from the Separation Date through March 31, 2024, at which time Mr. McFadden shall resign from the Board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1892492/000149315224007829/0001493152-24-007829-index.htm","confidence":0.9,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"0a7ae5e7caa4f96275b94c6a7c35e9855d7f9d9f","claim":"Eightco Holdings Inc. entered into Purchase Agreement with certain investors valued at aggregate gross proceeds of approximately $0.81 million (effective 2024-02-26).","evidence_excerpt":"Eightco Holdings Inc. (the \" Company \") entered into a Securities Purchase Agreement (the \" Purchase Agreement \") with certain investors (the \" Investors \"), pursuant to which the Company has agreed to sell to the Investors an aggregate of 987,807 shares","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1892492/000149315224007829/0001493152-24-007829-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"certain investors"},{"label":"Value","value":"aggregate gross proceeds of approximately $0.81 million"},{"label":"Effective","value":"2024-02-26"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}