8-K
filed March 18, 2024, 7:59 PM ET
ticker ORBS
CIK 0001892492
leadership
confidence high
sentiment positive
materiality 0.90
Eightco Holdings Inc. (ORBS): debt financing — Eightco Holdings Announces Series D Financing, Seller Notes Amendment, and CEO Change
Eightco Holdings Inc.
- Entered Series D Loan and Security Agreement for up to $5,000,000 through subsidiary Forever 8 Fund.
- Sellers forgave $3.0M accrued interest on $27.5M Seller Notes and converted $1.1M into 1.4M shares of common stock.
- Kevin O'Donnell resigned as Executive Chairman and Interim CEO; Paul Vassilakos appointed as Executive Chairman and CEO.
- Board granted fully vested stock options for 451,560 shares under Plan and 648,110 shares outside Plan.
- Independent directors to receive $40,000 cash, 42,500 restricted shares, and 100,000 stock options each.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Eightco Holdings Inc. amended convertible notes with the Sellers.
- Instrument
- convertible notes
- Counterparty
- the Sellers
- Event
- amendment
Exact text from the filing
On March 17, 2024, the Company entered into an agreement to amend certain provisions of the Seller Notes (the “ Seller Notes Amendment ”). Pursuant to the Seller Notes Amendment, the Sellers agreed, among other things, to (i) forgive, without the payment of any additional consideration, accrued interest on the Seller Notes in an aggregate amount of approximately $3.0 million, (ii) convert approximately $1.1 million of accrued interest on the Seller Notes into 1.4 million shares of common stock of the Company, par value $0.001 per share (the “ Common Stock ”), and (iii) defer interest and any payments due on the Seller Notes until October 30, 2024.
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Eightco Holdings Inc. incurred credit facility of up to $5,000,000 with the lenders party thereto from to time.
- Instrument
- credit facility
- Principal
- up to $5,000,000
- Counterparty
- the lenders party thereto from to time
- Event
- incurrence
Exact text from the filing
On March 15, 2024, Forever 8 Fund, LLC (“ Forever 8 ”), a wholly owned subsidiary of Eightco Holdings Inc. (the “ Company ”), entered into the Series D Loan and Security Agreement (the “ Series D Agreement ”), with the lenders party thereto from to time (collectively, the “ Lenders ”) for an amount of up to $5,000,000.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Paul Vassilakos was appointed as Executive Chairman and Chief Executive Officer at Eightco Holdings Inc..
- Action
- appointed
- Role
- Executive Chairman and Chief Executive Officer
Exact text from the filing
the Board appointed Paul Vassilakos as Executive Chairman and Chief Executive Officer of the Company, effective immediately
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Kevin O'Donnell resigned as Executive Chairman and Interim Chief Executive Officer at Eightco Holdings Inc..
- Action
- resigned
- Role
- Executive Chairman and Interim Chief Executive Officer
Exact text from the filing
On March 17, 2024, Kevin O’Donnell resigned as Executive Chairman and Interim Chief Executive Officer of the Company, effective immediately.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Brian McFadden resigned as Director at Eightco Holdings Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
to amend Mr. McFadden’s end date of service on the Board to March 17, 2024.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Eightco Holdings Inc. amended Seller Notes Amendment with the Sellers valued at (i) forgiveness of approximately $3.0 million of accrued interest, (ii) conversion of approximately (effective 2024-03-17).
- Action
- amendment
- Counterparty
- the Sellers
- Value
- (i) forgiveness of approximately $3.0 million of accrued interest, (ii) conversion of approximately
- Effective
- 2024-03-17
Exact text from the filing
On March 17, 2024, the Company entered into an agreement to amend certain provisions of the Seller Notes (the “ Seller Notes Amendment ”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Eightco Holdings Inc. entered into Subordination Agreement with each of the Lenders, the several individuals, financial institutions or entities from time to time party thereto (collectively, the “ Senior Lenders ”) and the collateral agent for the Senior Lenders valued at in connection with Series D Agreement (effective 2024-03-15).
- Action
- entry
- Counterparty
- each of the Lenders, the several individuals, financial institutions or entities from time to time party thereto (collectively, the “ Senior Lenders ”) and the collateral agent for the Senior Lenders
- Value
- in connection with Series D Agreement
- Effective
- 2024-03-15
Exact text from the filing
In connection with the Series D Agreement, on March 15, 2024, Forever 8 also entered into a Subordination Agreement (the “ Subordination Agreement ”) with each of the Lenders, the several individuals, financial institutions or entities from time to time party thereto (collectively, the “ Senior Lenders ”) and the collateral agent for the Senior Lenders.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Eightco Holdings Inc. entered into Intercreditor Agreement with lenders party thereto and the collateral agent for such lenders valued at in connection with Series D Agreement (effective 2024-03-15).
- Action
- entry
- Counterparty
- lenders party thereto and the collateral agent for such lenders
- Value
- in connection with Series D Agreement
- Effective
- 2024-03-15
Exact text from the filing
Forever 8 additionally entered into an Intercreditor Agreement (the “ Intercreditor Agreement ”) with the lenders party thereto and the collateral agent for such lenders.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Eightco Holdings Inc. entered into Series D Loan and Security Agreement with lenders party thereto from time to time valued at $5,000,000 (effective 2024-03-15).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- lenders party thereto from time to time
- Value
- $5,000,000
- Effective
- 2024-03-15
Exact text from the filing
On March 15, 2024, Forever 8 Fund, LLC (“ Forever 8 ”), a wholly owned subsidiary of Eightco Holdings Inc. (the “ Company ”), entered into the Series D Loan and Security Agreement (the “ Series D Agreement ”), with the lenders party thereto from to time (collectively, the “ Lenders ”) for an amount of up to $5,000,000.
View on SEC.gov
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