UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On November 22, 2024, Eightco Holdings Inc. (the “Company”) entered into an Asset Purchase Agreement (“Purchase Agreement”) among Ferguson Containers, Inc., the Company’s wholly-owned subsidiary (the “Seller”), Ferguson Containers, LLC (the “Buyer”) and Edward Reichard and Derick Reichard (the “Buyer’s Owners” and together with the Buyer, the “Buying Parties”). Pursuant to the Purchase Agreement, the Company agreed to sell certain assets (the “Purchased Assets”) constituting the business of the Seller to the Buyer. The purchase price for the Purchased Assets will be (i) an aggregate of $557,835 in cash, (ii) $2,500,000 issued in the form of a seller note, which note, assuming closing of the transaction by December 31, 2024, will bear interest at the rate of 9.75% per year, payable in equal monthly installments of $32,692.56 beginning on January 1, 2025 and will be due and payable in full on December 31, 2034, and (iii) the right to receive certain earnout consideration upon the achievement of the following milestones:
| (i) | If the Buying Parties achieve $1,000,000 of earnings before interest, taxes, depreciation and amortization (“EBITDA”) for 2024 attributable to the Purchased Assets, the Seller shall receive an additional Two Hundred Fifty Thousand Dollars ($250,000). If the EBITDA for 2024 is between $900,000 and $1,000,000, the Seller is entitled to a prorated amount of the Two Hundred Fifty Thousand Dollars ($250,000). | |
| (ii) | If the Buying Parties achieve $1,000,000 of EBITDA for 2025 attributable to the Purchased Assets, Seller shall receive an additional Two Hundred Fifty Thousand Dollars ($250,000). If the EBITDA for 2025 is between $900,000 and $1,000,000, the Seller is entitled to a prorated amount of the Two Hundred Fifty Thousand Dollars ($250,000). |
The agreement is subject to certain conditions, including, among others, the approval of the Purchase Agreement and related transactions by the stockholders of the Company. The Company intends to seek approval of its stockholders for such agreement and transaction at the next meeting of its stockholders which is expected to be held prior to the end of 2024.
The Purchase Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. The Purchase Agreement has been included to provide investors and security holders with information regarding its terms.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits – The following exhibits are filed as part of this report:
| Exhibit No. | Description of Exhibit | |
| 2.1 | Asset Purchase Agreement, dated as of November 22, 2024, by and among Ferguson Containers, Inc., Eightco Holdings, Inc., Ferguson Containers, LLC and Edward Reichard and Derick Reichard | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 27, 2024 | ||
| Eightco Holdings Inc. | ||
| By: | /s/ Paul Vassilakos | |
| Name: | Paul Vassilakos | |
| Title: | Chief Executive Officer | |