--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-24-010198" form_type: "8-K" ticker: "ORBS" cik: "0001892492" company_name: "Eightco Holdings Inc." filed_at: "2024-03-18T23:59:59+00:00" generated_at: "2026-06-04T15:56:47.223966+00:00" event_type: "leadership" sentiment: "positive" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Eightco Holdings Announces Series D Financing, Seller Notes Amendment, and CEO Change ## Summary - 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. ## SEC filing metadata - accession: 0001493152-24-010198 - form_type: 8-K - ticker: ORBS - cik: 0001892492 - company_name: Eightco Holdings Inc. - filed_at: 2024-03-18T23:59:59+00:00 - event_type: leadership - sentiment: positive - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.03, 3.02, 5.02, 7.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1892492/000149315224010198/0001493152-24-010198-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1892492/000149315224010198/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-24-010198 - JSON: https://secwatch.observer/filing/0001493152-24-010198.json - Plain text: https://secwatch.observer/filing/0001493152-24-010198.txt ## Key facts - Debt Financings Eightco Holdings Inc. amended convertible notes with the Sellers. - Instrument: convertible notes - Counterparty: the Sellers - Event: amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1892492/000149315224010198/0001493152-24-010198-index.htm - Debt Financings 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1892492/000149315224010198/0001493152-24-010198-index.htm - Executive change Paul Vassilakos was appointed as Executive Chairman and Chief Executive Officer at Eightco Holdings Inc.. - Action: appointed - Role: Executive Chairman and Chief Executive Officer source text: the Board appointed Paul Vassilakos as Executive Chairman and Chief Executive Officer of the Company, effective immediately evidence_url: https://www.sec.gov/Archives/edgar/data/1892492/000149315224010198/0001493152-24-010198-index.htm - Executive change 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 source text: On March 17, 2024, Kevin O’Donnell resigned as Executive Chairman and Interim Chief Executive Officer of the Company, effective immediately. evidence_url: https://www.sec.gov/Archives/edgar/data/1892492/000149315224010198/0001493152-24-010198-index.htm - Executive change Brian McFadden resigned as Director at Eightco Holdings Inc.. - Action: resigned - Role: Director source text: to amend Mr. McFadden’s end date of service on the Board to March 17, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/1892492/000149315224010198/0001493152-24-010198-index.htm - Material Agreements 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 source text: On March 17, 2024, the Company entered into an agreement to amend certain provisions of the Seller Notes (the “ Seller Notes Amendment ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1892492/000149315224010198/0001493152-24-010198-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1892492/000149315224010198/0001493152-24-010198-index.htm - Material Agreements 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 source text: Forever 8 additionally entered into an Intercreditor Agreement (the “ Intercreditor Agreement ”) with the lenders party thereto and the collateral agent for such lenders. evidence_url: https://www.sec.gov/Archives/edgar/data/1892492/000149315224010198/0001493152-24-010198-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1892492/000149315224010198/0001493152-24-010198-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.