secwatch / observer

Eightco Holdings Inc. — fact timeline

Source-grounded facts extracted from Eightco Holdings Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

ORBS Eightco Holdings Inc. JSON
Material Agreements

Eightco Holdings Inc. entered into Master Services Agreement with ARK Capital Markets LLC (effective 2026-05-20).

“On May 20, 2026, Eightco Holdings Inc. (the “Company”) entered into a Master Services Agreement (the “MSA”) with ARK Capital Markets LLC (“ARK”) under which ARK will provide a multitude of strategic and business advisory services to the Company (subject to applicable regulatory requirements) over a period of at least five years.”
Material Agreements

Eightco Holdings Inc. entered into Amended and Restated Consulting Agreement with Worldcoin Tower LLC valued at 1.00% per annum of assets under management (effective 2026-05-01).

“On May 1, 2026, Eightco Holdings Inc. (the “Company”) entered into an Amended and Restated Consulting Agreement (the “A&R DACA”) with Worldcoin Tower LLC (the “Consultant”), which amends and restates in its entirety the Consulting Agreement dated as of September 9, 2025, between the Company and the Consultant (the “Original DACA”)”
Governance Changes

Eightco Holdings Inc.: Amended and restated bylaws (Texas Bylaws) adopted effective February 5, 2026 (effective 2026-02-05).

“On February 5, 2026, the affairs of the Company ceased to be governed by the Company’s bylaws and instead became governed by the amended and restated bylaws approved by the Company’s board of directors (the “Texas Bylaws”).”
Governance Changes

Eightco Holdings Inc.: Redomestication from Delaware to Texas; new certificate of formation (Texas Charter) effective (effective 2026-02-02).

“On January 30, 2026, Eightco Holdings Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a certificate of conversion, and on February 2, 2026, the Company filed with the Secretary of State of the State of Texas (i) a certificate of conversion with a plan of conversion (the “Plan of Conversion”), pursuant to which the redomestication of the Company from the State of Delaware to the State of Texas (the “Redomestication”) became effective on February 2, 2026 (the “Effective Time”), and (ii) a certificate of formation (the “Texas Charter”).”
Equity Issuances

Eightco Holdings Inc. issued 9,917,844 shares of Common Stock of warrant to Worldcoin Tower Instant LLC for exercise price per share equal to $1.752.

“the Company issued to the Strategic Advisor, Strategic Advisor Warrants which may be exercised for the purchase of up to 9,917,844 shares of Common Stock, with an exercise price per share equal to $1.752.”
Equity Issuances

Eightco Holdings Inc. issued 6,646,855 shares of Common Stock of warrant to several investors, including certain of the Company’s officers and directors for purchase price of $1.46 per share.

“warrants to purchase shares of Common Stock (the “Pre-Funded Warrants” and, together with the shares of Common Stock, collectively, the “Securities”), at a purchase price of $1.46 per share (the “Offering”). On September 9, 2025 (the “Closing Date”), pursuant to the Purchase Agreement, the Company issued to the Purchasers 178,284,653 shares of Common Stock”
Equity Issuances

Eightco Holdings Inc. issued 178,284,653 shares of Common Stock of common stock to several investors, including certain of the Company’s officers and directors for purchase price of $1.46 per share.

“warrants to purchase shares of Common Stock (the “Pre-Funded Warrants” and, together with the shares of Common Stock, collectively, the “Securities”), at a purchase price of $1.46 per share (the “Offering”). On September 9, 2025 (the “Closing Date”), pursuant to the Purchase Agreement, the Company issued to the Purchasers 178,284,653 shares of Common Stock”

Nicola Caiano was appointed as Director at Eightco Holdings Inc..

“On the same date, the Board appointed Nicola Caiano to replace Ms. Halford on the Board.”

Mary Ann Halford resigned as Director at Eightco Holdings Inc..

“On April 26, 2025, Mary Ann Halford resigned from the Board of Directors (the “Board”) of Eightco Holdings Inc. (the “Company”).”
M&A Transactions

Eightco Holdings Inc. completed a disposition involving Reichard Corrugated Products, LLC for (i) an aggregate of $557,835 in cash, (ii) $2,500,000 issued in the form of a seller note, which note bears interest at the rate of 9.75% per year, payable in e (closed 2025-04-07).

“constituting the business of Ferguson Containers, Inc., the Company’s wholly-owned subsidiary (the “Seller”). The purchase price for the Purchased Assets was (i) an aggregate of $557,835 in cash, (ii) $2,500,000 issued in the form of a seller note, which note bears interest at the rate of 9.75% per year, payable in equal monthly installments of $32,692.56”
Governance Changes

Eightco Holdings Inc.: Annual meeting of stockholders adjourned to January 16, 2025 to solicit additional votes (effective 2024-12-31).

“On December 31, 2024, the Company again adjourned the meeting until 11:00 a.m. on January 16, 2025 to allow the Company additional time for the foregoing actions.”
Material Agreements

Eightco Holdings Inc. amended Amendment to Membership Interest Purchase Agreement with Forever 8 Fund, LLC, the Sellers, and Paul Vassilakos valued at $37,000,000 (effective 2024-05-06).

“On May 6, 2024, Eightco Holdings Inc. (the “Company”) entered into an amendment (the “Amendment”) to the previously disclosed Membership Interest Purchase Agreement, dated September 14, 2022 (the “MIPA”), by and among the Company, Forever 8 Fund, LLC (“Forever 8”), the members of Forever 8 set forth on the signature pages thereto (the “Sellers”) and Paul Vassilakos, in his capacity as representative of the Sellers.”
Material Agreements

Eightco Holdings Inc. entered into At-The-Market Issuance Sales Agreement with Univest Securities, LLC valued at up to $2,000,000 (effective 2024-04-25).

“On April 25, 2024, Eightco Holdings Inc. (the “ Company ”) entered into an At-The-Market Issuance Sales Agreement (the “ Agreement ”) with Univest Securities, LLC, as the sales agent (the “ Agent ”), pursuant to which the Company may offer and sell, from time to time through or to the Agent, as sales agent or principal, shares of common stock, par value $0.001 per share (the “ Shares ”), having an aggregate offering price of up to $2,000,000”
Listing & Compliance Notices

Eightco Holdings Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5810(c)(3)(A)).

“March 28, 2024, the Company received a staff determination letter (the “Staff Determination Letter”) from Nasdaq informing the Company that the Company had not regained compliance with the Minimum Bid Price Rule. The Staff Determination Letter noted that unless the Company requested an appeal of the staff’s determination, the Company’s securities would be scheduled for delisting from The Nasdaq Capital Market. On April 9, 2024, the Company received a second staff determination letter (the “Additional Staff Determination Letter”) from Nasdaq indicating that the Company was also not in complianc”
Debt Financings

Eightco Holdings Inc. amended convertible notes with the Sellers.

“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.”
Debt Financings

Eightco Holdings Inc. incurred credit facility of up to $5,000,000 with the lenders party thereto from to time.

“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.”
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).

“On March 17, 2024, the Company entered into an agreement to amend certain provisions of the Seller Notes (the “ Seller Notes Amendment ”).”
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).

“Forever 8 additionally entered into an Intercreditor Agreement (the “ Intercreditor Agreement ”) with the lenders party thereto and the collateral agent for such lenders.”
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).

“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.”
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).

“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.”

Paul Vassilakos was appointed as Executive Chairman and Chief Executive Officer at Eightco Holdings Inc..

“the Board appointed Paul Vassilakos as Executive Chairman and Chief Executive Officer of the Company, effective immediately”

Kevin O'Donnell resigned as Executive Chairman and Interim Chief Executive Officer at Eightco Holdings Inc..

“On March 17, 2024, Kevin O’Donnell resigned as Executive Chairman and Interim Chief Executive Officer of the Company, effective immediately.”

Brian McFadden resigned as Director at Eightco Holdings Inc..

“to amend Mr. McFadden’s end date of service on the Board to March 17, 2024.”
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.

“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 ”).”
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).

“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”

Brian McFadden resigned as Director at Eightco Holdings Inc..

“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.”

Brian McFadden resigned as Chief Executive Officer at Eightco Holdings Inc..

“Mr. McFadden’s resignation as Chief Executive Officer of the Company, effective as of December 31, 2023”
Shareholder Votes

Eightco Holdings Inc. shareholders approved Approval, on an advisory basis, of the frequency of holding an advisory vote on executive compensation at the 2023-12-28 meeting.

“Approval, on an advisory basis, of the frequency of holding an advisory vote on executive compensation. 1 Year 2 Years 3 Years Abstain 238,128 86,572 93,222 63,652”
Shareholder Votes

Eightco Holdings Inc. shareholders approved Approval, on an advisory basis, of the compensation paid to our named executive officers as set forth in the Proxy Statement at the 2023-12-28 meeting.

“Approval, on an advisory basis, of the compensation paid to our named executive officers as set forth in the Proxy Statement. For Against Abstain Broker Non-Votes 298,491 164,249 18,834 1,014,444”
Shareholder Votes

Eightco Holdings Inc. shareholders approved Ratification of the selection of Morison Cogen LLP as the Company's independent auditors for the fiscal year ending December 31, 2023 at the 2023-12-28 meeting.

“Ratification of the selection of Morison Cogen LLP as the Company's independent auditors for the fiscal year ending December 31, 2023. For Against Abstain 1,381,647 78,179 36,192”
Shareholder Votes

Eightco Holdings Inc. shareholders approved Election of Brian McFadden as a Class I member of the Company's Board of Directors at the 2023-12-28 meeting.

“Election of Brian McFadden as a Class I member of the Company's Board of Directors, to serve until the 2026 annual meeting of stockholders or until the appointment, election, and qualification of his successor. Nominee For Against Withhold Broker Non-Votes Brian McFadden 362,974 0 118,600 1,014,444”
Debt Financings

Eightco Holdings Inc. incurred loan of $2,000,000.

“The Subsequent Lenders advanced the Borrower a total of $2,000,000 in loan advances under the Series C Agreement.”
Material Agreements

Eightco Holdings Inc. entered into Series C Loan and Security Agreement with an individual (effective 2023-10-19).

“On October 19, 2023, the Company’s wholly owned subsidiary, Forever 8 Fund, LLC (the “Borrower”), entered into a Series C Loan and Security Agreement (the “Series C Agreement”) with an individual (the “Lender”).”
Material Agreements

Eightco Holdings Inc. entered into Series B Loan and Security Agreement with an individual (effective 2023-10-06).

“On October 6, 2023, the Company’s wholly owned subsidiary, Forever 8 Fund, LLC (the “Borrower”), entered into a Series B Loan and Security Agreement (the “Series B Agreement”) with an individual (the “Lender”).”
Material Agreements

Eightco Holdings Inc. entered into Prepayment and Redemption Agreement with an accredited investor valued at $8,215,000 (effective 2023-10-23).

“Eightco Holdings Inc. (the “Company”) entered in to a Prepayment and Redemption Agreement (the “Prepayment Agreement”), by and between the Company and an accredited investor (the “Investor”), pursuant to which, among things, the Company agreed to prepay the Notes (as defined below) and to redeem the 2023 Warrant (as defined below) that remains outstanding as of the Effective Date”
Restructurings & Charges

Eightco Holdings Inc. announced a restructuring with charges of approximately $0.3 million affecting all areas of the organization (6 employees).

“or a portion, of their compensation until further notice. As a result of this reduction in force, the Company estimates that it will record a one-time charge of approximately $0.3 million in the fourth quarter of 2023. The charge that the Company expects to incur in connection with the reduction in force is subject to a number of assumptions, and actual”
Listing & Compliance Notices

Eightco Holdings Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).

“September 29, 2023, Eightco Holdings Inc. (NASDAQ: OCTO) (the “Company”) received a written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with the minimum bid price requirement of $1.00 per share set forth in Nasdaq Rules for continued listing on Nasdaq. Based on the closing bid price of the Company’s listed securities for the 31 consecutive business days from August 16, 2023 to September 28, 2023, the Company no longer meets the minimum bid price requirement set forth in Listing Rule 5550(a)(2). The Notice is only a notification of def”
Debt Financings

Eightco Holdings Inc. incurred loan of $100,000 with Todd Kuimjian.

“On August 23, 2023, Todd Kuimjian entered into the Agreement and advanced the Borrower $100,000 under the same terms. The Borrower issued Mr. Kuimjian a Promissory Note in the amount of $100,000 on this same date.”
Material Agreements

Eightco Holdings Inc. entered into Loan and Security Agreement with Todd Kuimjian valued at $100,000 (effective 2023-08-23).

“Borrower”), entered into a Loan and Security Agreement (the “Agreement”) with several individuals, financial institutions and entities (collectively, the “Lenders”).”
Shareholder Votes

Eightco Holdings Inc. shareholders approved Proposal to adjourn the special meeting to permit further solicitation of proxies at the 2023-08-25 meeting.

“2. Proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the March 2023 SPA Issuance Proposal: For Against Abstain 628,686 182,639 22,378”
Shareholder Votes

Eightco Holdings Inc. shareholders approved Proposal to authorize issuance of shares in excess of 20% of outstanding common stock pursuant to March 2023 SPA at the 2023-08-25 meeting.

“1. Proposal to authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s Common Stock underlying a convertible promissory note and warrant issued by the Company pursuant to the terms of that certain Securities Purchase Agreement, dated March 15, 2023, by and between the Company and the investor named therein, in an amount equal to or in excess of 20% of the Company’s Common Stock outstanding immediately prior to the issuance of such convertible promissory note and warrant (the “March 2023 SPA Issuance Proposal”): For Against Abstain 639,991 175,521 18,191”
Debt Financings

Eightco Holdings Inc. incurred loan of $100,000 with Kevin O’Donnell at same terms (as previously reported Agreement) maturing same terms (as previously reported Agreement).

“On August 17, 2023, Kevin O’Donnell, a Company director, entered into the Agreement and advanced the Borrower $100,000 under the same terms.”
Debt Financings

Eightco Holdings Inc. incurred loan of $100,000 with Joseph Johnston at same terms (as previously reported Agreement) maturing same terms (as previously reported Agreement).

“On August 16, 2023, Joseph Johnston entered into the Agreement and advanced the Borrower $100,000 under the same terms.”
Material Agreements

Eightco Holdings Inc. entered into Agreement with Kevin O’Donnell valued at $100,000 (effective 2023-08-17).

“On August 17, 2023, Kevin O’Donnell, a Company director, entered into the Agreement and advanced the Borrower $100,000 under the same terms.”
Material Agreements

Eightco Holdings Inc. entered into Agreement with Joseph Johnston valued at $100,000 (effective 2023-08-16).

“.01 Entry into a Material Definitive Agreement As previously reported on the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 5,”
Debt Financings

Eightco Holdings Inc. incurred loan of $100,000 with Brian McFadden.

“On June 21, 2023, the Company’s Chief Executive Officer, Brian McFadden, entered into the Agreement and advanced the Borrower $100,000 under the same terms. The Borrower issued Mr. McFadden a Promissory Note in the amount of $100,000 on this same date.”
Material Agreements

Eightco Holdings Inc. entered into Loan and Security Agreement with Brian McFadden valued at $100,000 (effective 2023-06-21).

“On June 21, 2023, the Company's Chief Executive Officer, Brian McFadden, entered into the Agreement and advanced the Borrower $100,000 under the same terms.”
Debt Financings

Eightco Holdings Inc. incurred senior notes of $1,650,000.

“On May 30, 2023, the Borrower entered into a Debt Exchange Agreement (the “Debt Agreement”) with two Lenders for funds advanced to the Borrower pursuant to secured promissory notes (the “Old Notes”), executed by the Borrower in favor of the Lenders during 2021. Under the terms of the Debt Agreement, the Old Notes shall be exchanged for new Notes (“New Notes”) as per the terms of the Loan and Security Agreement dated May 30, 2023. The principal of the New Notes issued under the Debt Agreement is $1,650,000.”
Debt Financings

Eightco Holdings Inc. incurred revolving credit of $1,925,000 at 15.00% per annum.

“As of June 1, 2023, $1,925,000 has been advanced by the Lenders. The Borrower issued a Promissory Note (the “Note”) to each of the Lenders in the amount of the Lender’s respective Initial Loan Advance. The principal balance of the Initial Loan Advance and each Subsequent Draw shall bear interest thereon from the Closing Date and applicable Advance Date, respectively, at 15.00% per annum.”
Material Agreements

Eightco Holdings Inc. entered into Debt Exchange Agreement with two Lenders valued at $1,650,000 (effective 2023-05-30).

“In addition, on May 30, 2023, the Borrower entered into a Debt Exchange Agreement (the “Debt Agreement”) with two Lenders for funds advanced to the Borrower pursuant to secured promissory notes (the “Old Notes”), executed by the Borrower in favor of the Lenders during 2021.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.