NT 10-Q 1 formnt10-q.htm NT 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

	FORM 12b-25	SEC FILE NUMBER
		001-41033

	NOTIFICATION OF LATE FILING	CUSIP NUMBER
		22890A104

(Check one):	☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR
	☐ Form N-CSR

	For Period Ended: June 30, 2025

	☐	Transition Report on Form 10-K
	☐	Transition Report on Form 20-F
	☐	Transition Report on Form 11-K
	☐	Transition Report on Form 10-Q
	☐	Transition Report on Form N-SAR

	For the Transition Period Ended: ____________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

EIGHTCO HOLDINGS INC.

Full Name of Registrant

Former Name if Applicable

101 Larry Holmes Dr., Suite 313

Address of Principal Executive Office (Street and Number)

Easton, PA 18042

City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense

☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Eightco Holdings Inc. (the “Registrant”) is unable to file its quarterly report on Form 10-Q for the period ended June 30, 2025 (the “Quarterly Report”) because the Registrant was not able to complete timely the administrative processes necessary to file the Quarterly Report. The Registrant anticipates that its Quarterly Report will be filed as soon as practicable, and no later than five calendar days following its prescribed due date.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Brett Vroman		(888)		765-8933
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☒ No ☐

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Registrant expects to report a net loss from continuing operations of approximately $(1.2) million for the three months ended June 30, 2025, versus net income from continuing operations of approximately $4.3 million for the three months ended June 30, 2024. The decrease in net income was largely attributable to the Registrant’s prior recognition of the gain on extinguishment of liabilities in such prior year period.

The Registrant expects to report revenues, net of approximately $7.6 million for the three months ended June 30, 2025, versus revenues, net of approximately $5.3 million for the three months ended June 30, 2024. The increase was attributable to increased demand from the Registrant’s customers due to increased sales to end users.

Eightco Holdings Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date	August 14, 2025	By	/s/ Brett Vroman
			Brett Vroman
			Chief Financial Officer

SEC Form NT 10-Q filed by Eightco Holdings Inc.