UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number: 001-41033

EIGHTCO HOLDINGS INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		87-2755739
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation or Organization)		Identification No.)

101 Larry Holmes Drive, Suite 313
Easton, Pennsylvania		18042
(Address of Principal Executive Offices)		(Zip Code)

(888) 765-8933

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		OCTO		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller Reporting Company ☒
	Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

As of August 19, 2025, there were 3,044,744 shares of the registrant’s common stock outstanding.

EIGHTCO HOLDINGS INC.

TABLE OF CONTENTS

		Page Number

PART I		5
Item 1.	Financial Statements	5
	Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024	5
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 (Unaudited)	6
	Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2025 and 2024 (Unaudited)	7
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2025 and 2024 (Unaudited)	8
	Condensed Consolidated Statements of Cash Flows for the three and six months ended June 30, 2025 and 2024 (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37

PART II		38
Item 1.	Legal Proceedings	38
Item 5.	Other Information	38
Item 6.	Exhibits	38

	Signatures	39

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the “Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events including, without limitation, our ability to raise capital, our operational and strategic initiatives or our future financial performance. We have attempted to identify forward-looking statements by using terminology such as “anticipates,” “believes,” “expects,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predict,” “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions; uncertainties and other factors may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Our expectations are as of the date this Quarterly Report is filed, and we do not intend to update any of the forward-looking statements after the date this Quarterly Report is filed to confirm these statements to actual results, unless required by law.

You should not place undue reliance on forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties, and actual results may differ materially from those in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed in “Risk Factors,” in Part II, Item 1A of this Report as well as information provided elsewhere in this Quarterly Report and our Annual Report on Form 10-K for the year ended December 31, 2024, as amended (the “Annual Report”), which was filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2025. You should carefully consider that information before you make an investment decision.

These and other factors discussed above could cause results to differ materially from those expressed in the estimates made by any independent parties and by us.

OTHER PERTINENT INFORMATION

Unless the context otherwise indicates, when used in this Quarterly Report, the terms “Eightco,” “we,” “us,” “our,” the “Company” and similar terms refer to Eightco Holdings Inc., a Delaware corporation, and all of our consolidated subsidiaries and variable interest entities.

PART I - FINANCIAL INFORMATION

EIGHTCO HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30,			December 31,
	2025			2024

ASSETS
Current assets:
Cash and cash equivalents	$	696,252		$	239,187
Accounts receivable, net		1,087,145			1,592,049
Inventories, net		6,292,874			7,834,351
Prepaid expenses and other current assets		1,001,170			1,002,023
Current assets of discontinued operations held for sale		-			1,798,239
Total current assets		9,077,441			12,465,849
Property and equipment, net		7,565			5,452
Intangible assets, net		12,678,928			13,828,214
Goodwill		22,324,588			22,324,588
Loan held-for-investment		4,587,630			2,224,252
Total assets	$	48,676,152		$	50,848,355

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,395,276		$	2,061,265
Accounts payable – related parties		130,000			300,000
Accounts payable		130,000			300,000
Accrued expenses and other current liabilities		2,398,283			2,936,580
Accrued expenses and other current liabilities – related parties		3,421,050			2,050,684
Accrued expenses and other current liabilities		3,421,050			2,050,684
Convertible notes payable – related parties, net		11,500,000			11,500,000
Line of credit		6,955,000			6,850,000
Line of credit – related parties		3,425,000			3,525,000
Line of credit		3,425,000			3,525,000
Due to Former Parent		222,409			480,000
Current liabilities of discontinued operations held for sale		-			107,731
Total current liabilities		30,447,018			29,811,260

Convertible notes payable – related parties, net of debt discount of $250,000 and $750,000, respectively		9,734,848			9,521,155
Convertible notes payable		9,734,848			9,521,155
Total liabilities	$	40,181,866		$	39,332,415

Stockholders’ equity:
Preferred stock, $0.001 par value, 10,000,000 shares authorized and 0 shares outstanding at June 30, 2025 and December 31, 2024, respectively		-			-
Common stock, $0.001 par value, 500,000,000 shares authorized and 3,044,744 and 2,479,363 shares outstanding at June 30, 2025 and December 31, 2024, respectively	$	3,045		$	2,479
Additional paid-in capital		124,272,178			124,129,543
Accumulated deficit		(116,288,293	)		(112,570,049	)
Foreign currency translation		921,870			368,481
Total stockholders’ attributable to Eightco Holdings Inc.		8,908,800			11,930,454
Non-controlling interest		(414,514	)		(414,514	)
Total stockholders’ equity		8,494,286			11,515,940
Total liabilities and stockholders’ equity	$	48,676,152		$	50,848,355

See the accompanying notes to the condensed consolidated financial statements.

EIGHTCO HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2025			2024			2025			2024
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2025			2024			2025			2024

Revenues, net	$	7,578,646		$	5,283,593		$	17,492,633		$	13,242,290
Cost of revenues		6,333,350			3,959,810			15,434,078			10,529,497
Gross profit		1,245,296			1,323,783			2,058,555			2,712,793

Operating expenses:
Selling, general and administrative expenses		2,451,832			2,191,948			4,681,257			5,319,891
Restructuring and severance		-			-			-			1,414,838
Total operating expenses		2,451,832			2,191,948			4,681,257			6,734,729
Operating loss		(1,206,536	)		(868,165	)		(2,622,702	)		(4,021,936	)

Non-operating income (expense):
Interest income (expense), net		(1,276,726	)		(1,323,594	)		(2,565,530	)		(2,522,365	)
Gain on divestiture		1,231,774			-			1,231,774			-
Gain on forgiveness of earnout		-			-			-			6,100,000
Gain on extinguishment of liabilities		-			6,497,193			-			6,497,193
Other income		81,969			28,137			103,867			54,814
Total non-operating income (expense)		37,017			5,201,736			(1,229,889	)		10,129,642

Net income (loss) before income tax expense		(1,169,519	)		4,333,571			(3,852,591	)		6,107,706

Income tax expense (benefit)		-			-			(28,793	)		-

Net income (loss) from continuing operations	$	(1,169,519	)	$	4,333,571			(3,823,798	)		6,107,706
Net income from discontinued operations		-			115,321			105,553			282,149
Net income (loss)		(1,169,519	)	$	4,448,892			(3,718,245	)		6,389,855
Net loss attributable to non-controlling interest		-			-			-			(12	)
Net income (loss) attributable to Eightco, Inc.		(1,169,519	)		4,448,892			(3,718,245	)		6,389,867
Net income (loss) per share:
Net income (loss) per share – basic	$	(0.38	)	$	2.55		$	(1.38	)	$	4.66
Net income (loss) per share – diluted	$	(0.38	)	$	2.15		$	(1.38	)	$	3.76
Weight average number of common shares outstanding – basic		3,044,744			1,745,997			2,691,487			1,371,918
Weight average number of common shares outstanding – diluted		3,044,744			2,073,363			2,691,487			1,699,284

See the accompanying notes to the condensed consolidated financial statements.

EIGHTCO HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

	2025			2024			2025			2024
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2025			2024			2025			2024

Net income (loss)	$	(1,169,519	)	$	4,448,892		$	(3,718,245	)	$	6,389,867
Foreign currency translation – unrealized gain (loss)		368,219			(5,337	)		553,389			(182,814	)
Comprehensive income (loss)	$	(801,300	)	$	4,443,555		$	(3,164,856	)	$	6,207,053

See the accompanying notes to the condensed consolidated financial statements.

EIGHTCO HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

	Shares		Amount		Capital		Interest			Deficit			Income			Total
	Common Stock				Additional Paid in		Non controlling			Retained Earnings (Accumulated)			Accumulated Other
	Shares		Amount		Capital		Interest			Deficit			Income			Total

Balances, January 1, 2024	941,284	$	941	$	108,620,943	$	(414,502	)	$	(113,278,588	)	$	723,303		$	(4,347,903	)
Issuance of common stock - investors	173,171		173		709,827		-			-			-			710,000
Issuance of common stock - conversions	24,195		24		99,175		-			-			-			99,199
Issuance of common stock – settlement of cash warrants	50,434		50		206,729		-			-			-			206,779
Issuance of common stock to noteholders	294,633		295		1,207,705		-			-			-			1,208,000
Issuance of common stock to board of directors and former employees	77,966		78		262,838		-			-			-			262,916
Issuance of common stock to consultants	145,779		146		492,547		-			-			-			492,693
Forgiveness of interest – related parties	-		-		3,006,896		-			-			-			3,006,896
Share-based compensation expense	-		-		33,938		-			-			-			33,938
Foreign currency translation	-		-		-		-			-			(177,477	)		(177,477	)
Net income for the three months ended March 31, 2024	-		-		-		(12	)		1,940,975			-			1,940,963
Balances, March 31, 2024	1,707,462	$	1,707	$	114,640,598	$	(414,514	)	$	(111,337,613	)	$	545,826		$	3,436,004
Issuance of common stock - investors	200		0		455		-			-			-			455
Issuance of common stock - conversions	-		-		-		-			-			-			-
Issuance of common stock to board of directors and former employees	32,835		33		108,506		-			-			-			108,539
Issuance of common stock to consultants	10,000		10

SEC Form 10-Q filed by Eightco Holdings Inc.