Eightco Holdings Inc 2024年度报告

FORM10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 or 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) Delaware87-2755739(State or Other Jurisdiction(I.R.S. Employerof Incorporation or Organization)Identification No.) 101 Larry Holmes Dr.,Suite 313Easton,PA18042(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 classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, $0.001 par value per shareOCTONasdaqCapital Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐Yes☒No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. ☐Yes☒No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch 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 submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐ Accelerated filer☐ Smaller Reporting Company☒Emerging Growth Company☒ Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐Yes☒No The aggregate market value on June 28, 2024 (the last business day of the Company’s most recently completed second quarter) of thevoting common stock held by non-affiliates of the registrant, computed by reference to the closing price of the stock on that date, wasapproximately $4,008,639. The registrant does not have non-voting common stock outstanding. As of March 31, 2025, there were3,044,744shares of the registrant’s common stock outstanding. None EIGHTCO HOLDINGS INC. TABLE OF CONTENTS PageNumber PART I5Item 1.Business5Item 1A.Risk Factors9Item 1B.Unresolved Staff Comments23Item 1C.Cybersecurity23Item 2.Properties24Item 3.Legal Proceedings24Item 4.Mine Safety Disclosures24PART II25Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities25Item 6.Reserved25Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations25Item 7A.Quantitative and Qualitative Disclosures About Market Risk39Item 8.Financial Statements and Supplementary Data40Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure41Item 9A.Controls and Procedures41Item 9B.Other Information42Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections42PART III43Item 10.Directors, Executive Officers and Corporate Governance43Item 11.Executive Compensation50Item 12.Security Ownership of Certain