---
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"
generated_at: "2026-06-05T15:48:25.697116+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Eightco raises ~$0.81M in private placement, repays Hudson Bay note early, CEO departs with $422k severance

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 5.02, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-24-007829
- JSON: https://secwatch.observer/filing/0001493152-24-007829.json
- Plain text: https://secwatch.observer/filing/0001493152-24-007829.txt

## Key facts
- Debt Financings
  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.
  - Instrument: loan
  - Principal: $75,000
  - Counterparty: entity controlled by the Company’s former Chief Executive Officer and a entity related to a former employee
  - Event: incurrence
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1892492/000149315224007829/0001493152-24-007829-index.htm
- Executive change
  Brian McFadden resigned as Chief Executive Officer at Eightco Holdings Inc..
  - Action: resigned
  - Role: Chief Executive Officer
  source text: Mr. McFadden’s resignation as Chief Executive Officer of the Company, effective as of December 31, 2023
  evidence_url: https://www.sec.gov/Archives/edgar/data/1892492/000149315224007829/0001493152-24-007829-index.htm
- Executive change
  Brian McFadden resigned as Director at Eightco Holdings Inc..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1892492/000149315224007829/0001493152-24-007829-index.htm
- Material Agreements
  Eightco Holdings Inc. entered into Purchase Agreement with certain investors valued at aggregate gross proceeds of approximately $0.81 million (effective 2024-02-26).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain investors
  - Value: aggregate gross proceeds of approximately $0.81 million
  - Effective: 2024-02-26
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1892492/000149315224007829/0001493152-24-007829-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.