UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.01. Completion of Acquisition or Disposition of Assets.
As previously disclosed, on November 22, 2024, Eightco Holdings Inc. (the “Company”) entered into an Asset Purchase Agreement (“Purchase Agreement”) pursuant to which the Company agreed to sell to an entity controlled by Edward Reichard and Derick Reichard (the “Buyer’s Owners”) certain assets (the “Purchased Assets”) 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 beginning on May 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). |
On April 7, 2025, the parties consummated the sale of the Purchased Assets. On April 11, 2025, the Company issued a press release announcing the consummation of such sale. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release dated April 11, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| Dated: April 11, 2025 | EIGHTCO HOLDINGS INC. | |
| By: | /s/ Paul Vassilakos | |
| Paul Vassilakos | ||
| Chief Executive Officer | ||