What changed in Eightco Holdings Inc.'s 10-K — 2024 vs 2025
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Paragraph-level year-over-year comparison of Eightco Holdings Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.
+416 added−240 removedSource: 10-K (2026-04-15) vs 10-K (2025-04-15)
Top changes in Eightco Holdings Inc.'s 2025 10-K
416 paragraphs added · 240 removed · 117 edited across 7 sections
- Item 1A. Risk Factors+276 / −123 · 51 edited
- Item 7. Management's Discussion & Analysis+81 / −73 · 38 edited
- Item 1. Business+50 / −37 · 21 edited
- Item 5. Market for Registrant's Common Equity+5 / −4 · 4 edited
- Item 6. [Reserved]+2 / −1 · 1 edited
Item 1. Business
Business — how the company describes what it does
21 edited+29 added−16 removed10 unchanged
Item 1. Business
Business — how the company describes what it does
21 edited+29 added−16 removed10 unchanged
2024 filing
2025 filing
Biggest changeHuman Capital Resources As of March 31, 2025, the companies that comprise Eightco had 23 employees that perform various administrative, finance and accounting, technology, and corporate management functions. Of the 23 employees, 14 employees were employed by Ferguson Containers and 9 were employed by Forever 8. None of our employees are represented by a union in collective bargaining with us.
Biggest changeFor additional information about government regulation applicable to our business, see Part I, Item 1A, “Risk Factors” in this Annual Report on Form 10-K. 8 Human Capital Resources As of December 31, 2025, the companies that comprise Eightco had 9 employees that perform various administrative, finance and accounting, technology, and corporate management functions, all of whom were full-time employees.
Corporate Information Eightco Holdings Inc. was incorporated in the State of Nevada on September 21, 2021, and is currently listed on the Nasdaq Capital Market under the symbol “OCTO.” On March 9, 2022, we changed our state of domicile to the State of Delaware. On April 3, 2023, we changed our corporate name from Cryptyde, Inc. to Eightco Holdings Inc.
Corporate Information Eightco Holdings Inc. was incorporated in the State of Nevada on September 21, 2021, and is currently listed on the Nasdaq Capital Market under the symbol “ORBS.” On March 9, 2022, we changed our state of domicile to the State of Delaware. On April 3, 2023, we changed our corporate name from Cryptyde, Inc. to Eightco Holdings Inc.
Corrugated Packaging Business The Corrugated Packaging Business, through Ferguson Containers, manufactures and sells custom packaging for a wide variety of products. In our experience, packaging has the capability to “tell” the products story, generating increased product awareness, promote brand image, and drive unit growth. Senior management has more than 100 years of combined experience marketing, producing and delivering packaging materials.
The Corrugated Packaging Business, through Ferguson Containers, manufactured and sold custom packaging for a wide variety of products. In our experience, packaging has the capability to “tell” the products story, generating increased product awareness, promote brand image, and drive unit growth. Senior management has more than 100 years of combined experience marketing, producing and delivering packaging materials.
Government Regulations Corrugated Packaging and Inventory Solutions Businesses Like other manufacturers and distributors of consumer products, we are required to comply with a wide variety of federal, state, and international laws, rules, and regulations, including those related to consumer products and consumer protection, advertising and marketing, labor and employment, data protection and privacy, intellectual property, workplace health and safety, the environment, the import and export of products, and tax matters.
Inventory Management Solutions Business Like other manufacturers and distributors of consumer products, we are required to comply with a wide variety of federal, state, and international laws, rules, and regulations, including those related to consumer products and consumer protection, advertising and marketing, labor and employment, data protection and privacy, intellectual property, workplace health and safety, the environment, the import and export of products, and tax matters.
As a result, we believe that our current and other available suppliers will ensure that we obtain a sufficient supply of goods built to our specifications in a timely manner and on satisfactory economic terms. 8 Backlog We currently do not have a material backlog of orders through our Corrugated Packaging Business.
As a result, we believe that our current and other available suppliers will ensure that we obtain a sufficient supply of goods built to our specifications in a timely manner and on satisfactory economic terms. Backlog We currently do not have a material backlog of orders.
Certain of our competitors may have more established brand names and stronger distribution channels than we do and have, or have through their owners, access to financial and marketing resources that are greater than we possess that may afford them the ability to invest more than we can in product development, intellectual property and marketing. 6 Forever 8’s competitors include Clearco and Payoneer.
Certain of our competitors may have more established brand names and stronger distribution channels than we do and have, or have through their owners, access to financial and marketing resources that are greater than we possess that may afford them the ability to invest more than we can in product development, intellectual property and marketing.
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 and (iii) the right to receive certain earnout consideration upon the achievement of certain milestones.
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 and (iii) the right to receive certain earnout consideration upon the achievement of certain milestones. In December 2024, our shareholders approved the transactions contemplated by the APA.
We compensate employees competitively relative to the industry and local labor market, and in accordance with all applicable federal, state and local wage, work hour, overtime and benefit laws. Supply Chain and Production Our Corrugated Packaging Business does not have long-term contractual arrangements with any of our suppliers that guarantee us production capacity, prices, lead times, or delivery schedules.
We compensate employees competitively relative to the industry and local labor market, and in accordance with all applicable federal, state and local wage, work hour, overtime and benefit laws. Supply Chain and Production Our Inventory Solutions Business purchases finished products from its suppliers and does not have long-term contractual arrangements that guarantee production capacity, prices, lead times, or delivery schedules.
Segment Information The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments.
The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments.
Our leadership team is committed to fostering an environment where everyone is welcomed, respected, listened to and valued for their unique contributions to the organization, and to providing a work environment that is free from all forms of harassment, discrimination and inequality.
The core values of our Company include integrity, caring and inclusivity that affirms every individual. Our leadership team is committed to fostering an environment where everyone is welcomed, respected, listened to and valued for their unique contributions to the organization, and to providing a work environment that is free from all forms of harassment, discrimination and inequality.
The Company’s chief operating decision maker is the Chairman and Chief Executive Officer (“CEO”) of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company.
The Company’s chief operating decision maker is the Chairman and Chief Executive Officer (“CEO”) of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company previously had two reportable operating segments, the inventory management solutions platform and corrugated packaging materials.
Our principal executive office is located at 101 Larry Holmes Dr., Suite 313, Easton, PA 18042, and our telephone number is (866) 980-2818.
On February 2, 2026, we changed our state of domicile to the State of Texas. Our principal executive office is located at 101 Larry Holmes Dr., Suite 313, Easton, PA 18042, and our telephone number is (866) 980-2818.
We utilize QuickBooks Enterprise and Xero Accounting as our ERP systems. Seasonality Our business is not seasonal and there are not large fluctuations with our operations between quarterly revenues based on the time of year.
We utilize QuickBooks Enterprise and Xero Accounting as our ERP systems. Seasonality Our business is not seasonal and there are not large fluctuations with our operations between quarterly revenues based on the time of year. Government Regulations Digital Assets The regulatory environment for digital assets in the United States is evolving rapidly and remains subject to significant uncertainty.
The information provided on our website is not part of this Annual Report and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in this Annual Report. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding our company that we file electronically with the SEC.
The information provided on our website is not part of this Annual Report and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in this Annual Report.
The Company’s primary revenue streams include the sale of products under our inventory management solutions platform and corrugated packaging materials and therefore the Company has identified two reportable operating segments.
In April 2025, the Company divested the corrugated packaging materials operating segment and currently the Company has one operating segment. The Company’s primary revenue stream is the sale of products under our inventory management solutions platform.
These laws, rules, and regulations currently impose significant compliance requirements on our business, and more restrictive laws rules and regulations may be adopted in the future. 7 For additional information about government regulation applicable to our business, see Part I, Item 1A, “Risk Factors” in this Annual Report on Form 10-K.
For additional information about government regulation applicable to our digital asset holdings, see Part I, Item 1A, “Risk Factors” in this Annual Report on Form 10-K.
A backlog consists of orders for which purchase orders have been received and which are generally scheduled for shipment within six months or subject to capacity constraints, including lack of available products. We allow orders received that have not yet shipped to be cancelled; therefore, our backlog may not be indicative of future sales.
A backlog consists of orders for which purchase orders have been received and which are generally scheduled for shipment within six months or subject to capacity constraints, including lack of available products. Segment Information The Company uses “the management approach” in determining reportable operating segments.
Competition We operate and plan to operate in a competitive market and encounter competition from both domestic and foreign participants. We believe we can effectively compete with our present competitors. We compete, and plan to compete, primarily based upon innovation, performance, price, quality, reliability, durability, consumer brand awareness, and customer service and support.
We compete, and plan to compete, primarily based upon innovation, performance, price, quality, reliability, durability, consumer brand awareness, and customer service and support. Our competitors include a large number of private companies that directly compete with a number of our brands.
We consider relations with our employees to be good. We are committed to creating a diverse, equitable and inclusive space for all our employees, customers and retail partners. The core values of our Company include integrity, caring and inclusivity that affirms every individual.
Of the 9 employees, 4 were employed by Eightco and 5 were employed by Forever 8. None of our employees are represented by a union in collective bargaining with us. We consider relations with our employees to be good. We are committed to creating a diverse, equitable and inclusive space for all our employees, customers and retail partners.
Competitors to our Corrugated Packaging Business include Sutherland Packaging, Acme Corrugated Box Company and Trenton Corrugated Products, Inc. Patents, Trademarks, and Copyrights We recognize the importance of innovation and protecting our intellectual property.
Forever 8’s competitors include Clearco, a revenue-based financing company for e-commerce and startups, and Payoneer, a global payments company with a platform for cross-border business transactions. Patents, Trademarks, and Copyrights We recognize the importance of innovation and protecting our intellectual property.
The Company’s business has since been focused primarily on the Corrugated Packaging Business and the Inventory Cash Flow Solutions business of Forever 8. Our corporate headquarters are located in Easton, Pennsylvania, and our common stock is listed on the Nasdaq Capital Market under the symbol “OCTO.” Forever 8 On October 1, 2022, the Company completed the acquisition of Forever 8.
Our corporate headquarters are located in Easton, Pennsylvania, and our common stock is listed on the Nasdaq Capital Market under the symbol “ORBS.” Forever 8 Forever 8 provides funding solutions and inventory management services for e-commerce businesses, enabling sellers to maintain optimal stock levels without tying up their own capital.
Removed
ITEM 1. BUSINESS Our company was established in 2021, initially composed of three businesses - the Web3 business, the BTC Mining Hardware Business and the Corrugated Packaging Business, which we acquired from our former parent company, Vinco Ventures, Inc. (the “Former Parent”).
Added
ITEM 1. BUSINESS Eightco Holdings Inc. (NASDAQ: ORBS) is building the authentication and trust layer for the post-AGI world. Through a first-of-its-kind Worldcoin digital asset treasury strategy and a portfolio of strategic investments in frontier technology companies, the Company is establishing a universal foundation for digital identity and Proof of Human (PoH) verification.
Removed
These businesses had a more extended operating history than ours, and we include information related to their operations before our existence and acquisition in our discussions. On October 1, 2022, the Company completed the acquisition of Forever 8 Fund, LLC (“Forever 8”), an inventory capital and management platform for e-commerce sellers.
Added
The Company’s mission is organized around three core pillars: consumer authentication, enterprise authentication, and gaming authentication. The Company also operates Forever 8, an e-commerce inventory solutions business acquired in October 2022, which represents its sole revenue-generating operating segment.
Removed
Forever 8 provides funding solutions for e-commerce businesses which sell on Amazon, Shopify and other leading online platforms. Forever 8 uses proprietary technology to review product sales data and determine funding potential for online retail entrepreneurs around the world. Forever 8’s process is automated and does not require a personal guarantee, credit check or traditional lending requirements.
Added
Forever 8 is the Company’s sole operating segment and primary source of revenue. For the fiscal years ended December 31, 2025 and 2024, Forever 8 generated revenues of $32,981,126 and $39,621,272, respectively.
Removed
Forever 8’s unique approach directly purchases inventory on its customers’ behalf, applies a mark-up and collects the revenue as the products are sold. The Company assumes the role of supplier and acts as a principal in these transactions, and therefore recognizes revenue on a gross basis.
Added
Forever 8’s revenue base is highly concentrated, with one customer representing approximately 89% and 75% of total revenues for the fiscal years ended December 31, 2025 and 2024, respectively.
Removed
At the time of entering into an agreement with the customer, Forever 8 takes title and assumes control of the inventory when it is purchased from its customers or directly from suppliers. This includes the responsibility for managing the inventory.
Added
Adoption of Digital Asset Treasury (“DAT”) Strategy Strategy Overview On September 8, 2025, our Board of Directors approved the adoption of a Digital Asset Treasury (DAT) Strategy, under which Eightco deploys capital into digital assets and frontier technology investments as a core element of its long-term capital allocation strategy.
Removed
Forever 8 has full discretion over the pricing of the inventory sold to its customers, established at the time of signing the agreement. Forever 8 also retains the right to liquidate inventory, exercising pricing discretion, particularly if certain sales thresholds are not met, which could result in selling below cost.
Added
The Company is the largest public market participant in the Worldcoin ecosystem, holding approximately 10% of WLD’s circulating supply as of December 31, 2025.
Removed
Forever 8 is not entitled to incremental fees from vendor customers for unsold inventory but its pricing model includes variable pricing based on aged inventory. The primary source of revenue is from the sale of inventory to its customers at a markup.
Added
Rationale for Strategy Key factors underlying the DAT Strategy include: ● The growth and potential of the Worldcoin ecosystem ● The belief that certain digital assets may serve as long-term stores of value ● The ability to report digital assets at fair value under ASU 2023-08 ● Opportunities for differentiated long-term returns ● The availability of capital to scale a treasury strategy of meaningful size ● Management expects digital assets to remain a significant component of our long-term capital allocation framework.
Removed
Under the terms of the agreement, Forever 8 does not have an option to put or sell unsold inventory back to vendor customers. In the fiscal years ended December 31, 2024 and 2023, Forever 8 had revenue of $39,621,272 and $67,568,353, respectively.
Added
Capital Raising Activities During the year ended December 31, 2025, we completed substantial financing transactions to support the DAT Strategy: ● In September 2025, raised $270 million in gross proceeds through a private placement of equity securities. ● Since the private placement, we generated additional proceeds through our at-the-market (“ATM”) equity offering program.
Removed
In December 2024, our shareholders approved the transactions contemplated by the APA and we are in the process of seeking to consummate such transactions. In the fiscal years ended December 31, 2024 and 2023, the Corrugated Packaging Business had revenue of $6,823,277 and $7,729,131, respectively. 5 Business Strategy Eightco is committed to driving revenue growth primarily through Forever 8.
Added
A significant portion of the PIPE and ATM proceeds were deployed to acquire digital assets. These capital raises materially strengthened our liquidity and expanded our balance sheet. 6 Digital Asset Acquisitions During the year ended December 31, 2025, we acquired digital assets with an aggregate fair value of approximately $176 million as of December 31, 2025.
Removed
The Company intends to expand Forever 8’s market reach through strategic expansion while continuing to focus on revenue growth. Forever 8 generates revenue through the purchase and sale of products. The Company plans to continually assess its businesses to allocate resources efficiently and maximize growth opportunities.
Added
Our holdings consist primarily of: ● Worldcoin (WLD) ● Ethereum (ETH) ● U.S. dollar-denominated stablecoins ● Other digital assets used for liquidity management, trade settlement, or operational purposes Digital assets are custodied with institutional-grade providers, including Kraken, Coinbase, and FalconX.
Removed
With a diverse range of industries and revenue sources, management believes they are well-positioned to navigate changing economic conditions and customer preferences. Eightco plans to expand through a combination of organic growth and strategic acquisitions. While strategic acquisitions may be considered, management believes that organic growth is the key to success through continued sales efforts.
Added
Custody, Concentrations and Transfer Restrictions As of December 31, 2025, substantially all digital assets were held with a small number of U.S.-based institutional custodians under cold-storage arrangements. From time to time, a significant portion of our digital assets may be concentrated with a single custodian.
Removed
The Company is dedicated to maintaining a close partnership with customers, which will enable them to effectively focus their efforts and respond to changing demands. Management believes that by listening to customers and adapting to their needs and preferences, they can remain relevant in constantly evolving industries.
Added
Certain assets (including staking-ineligible or restricted tokens, if any) may be subject to withdrawal, settlement, or transfer restrictions pursuant to platform or network constraints. We continually evaluate custodian concentration and portability risk as part of our liquidity planning.
Removed
Our competitors include a large number of private companies that directly compete with a number of our brands.
Added
Accounting for Digital Assets Effective January 1, 2025, we adopted ASU 2023-08, which requires eligible digital assets to be measured at fair value, with changes recognized in net income each reporting period.
Removed
As a result, we believe that our current and other available suppliers will ensure that we obtain a sufficient supply of goods built to our specifications in a timely manner and on satisfactory economic terms. The main raw material used by our Corrugated Packaging Business is corrugated cardboard.
Added
Key effects include: ● Digital assets are presented at fair value on our balance sheets ● Unrealized gains and losses from price fluctuations flow through earnings ● Earnings may be more volatile due to digital asset market movements ● Historical impairment-only accounting no longer applies This measurement model increases transparency but introduces meaningful volatility tied to the valuation of Worldcoin and other digital assets.
Removed
Our main suppliers of corrugated cardboard are Corrugated Supplies Company, Georgia Pacific, and Freedom Corrugated. We also purchased certain finished products from Delta Packaging for resale to end users. Our Inventory Solutions Business purchases finished products from its suppliers and does not have long-term contractual arrangements that guarantee production capacity, prices, lead times, or delivery schedules.
Added
Volatility and Earnings Sensitivity Because we measure eligible crypto assets at fair value under ASU 2023-08, period-to-period changes in the market price of Worldcoin (WLD) and other digital assets will directly affect reported earnings and cash provided by (used in) operating activities to the extent realized on conversion.
Removed
Our reliance on independent party suppliers exposes us to vulnerability because of our dependence on a few sources of supply. We believe, however, that other sources of supply are available. In addition, we continually strive to develop relationships with other sources of supply in order to reduce our dependence on any one source of supply.
Added
This may result in material earnings volatility unrelated to our Forever 8 operating performance. Corrugated Packaging Business On March 29, 2022, Vinco Ventures, Inc., the former parent, transferred ownership of Ferguson Containers to the Company in a transaction between entities under common control.
Added
As a result, the consolidated financial statements reflect Ferguson Containers and other contributed entities as if they had been owned by the Company for all periods presented. Assets and liabilities were recorded at historical carrying values, and equity reflects the equity of Eightco.
Added
On April 7, 2025, the Company completed the sale of the assets comprising the Corrugated Packaging Business. Investment Strategy Eightco’s primary strategic focus is the deployment of capital into digital assets and high-conviction investments in frontier technology companies.
Added
The Company’s investment philosophy centers on sectors it believes are fundamental to the future of authentication, digital identity, and the AI-driven economy — including blockchain infrastructure, human verification, and artificial intelligence platforms. The Company will continue to evaluate and pursue strategic investments, partnerships, and acquisitions consistent with this framework.
Added
The Company also continues to operate Forever 8 as its operating segment while evaluating strategic alternatives for that business. Subsequent to December 31, 2025, the Company expanded its investment portfolio to include strategic equity positions in OpenAI, the developer of ChatGPT and one of the world’s leading artificial intelligence companies, and Beast Industries, the business platform of content creator MrBeast.
Added
With these investments, OpenAI represents approximately 30% of the Company’s total treasury position.
Added
The Company views these investments as consistent with its strategy of deploying capital into transformative technology platforms at the intersection of artificial intelligence, digital identity, and next-generation consumer distribution. 7 Competition We operate and plan to operate in a competitive market and encounter competition from both domestic and foreign participants. We believe we can effectively compete with our present competitors.
Added
Federal and state regulators, including the Securities and Exchange Commission, the Commodity Futures Trading Commission, the Financial Crimes Enforcement Network, and various state financial regulators, have each asserted jurisdiction over digital assets in different contexts, and the scope of their respective authority has not been definitively resolved.
Added
The legal status of specific digital assets, including Worldcoin (WLD) and Ethereum (ETH), as securities or commodities is subject to ongoing regulatory and judicial interpretation. Any determination that the Company’s digital asset holdings constitute securities could subject the Company to registration requirements, restrictions on transfer, or other regulatory obligations under federal securities laws.
Added
The Company holds its digital assets through institutional custodians, Coinbase, Kraken, and FalconX, each of which is subject to applicable anti-money laundering, know-your-customer, and Bank Secrecy Act requirements. The Company’s operations are dependent on these custodians maintaining their regulatory compliance and operational continuity. The Company is subject to federal and state tax requirements with respect to its digital asset holdings.
Added
Under current IRS guidance, digital assets are treated as property for tax purposes, and purchases, dispositions, and exchanges of digital assets may give rise to taxable gains or losses.
Added
Legislative and regulatory developments, including proposed federal stablecoin legislation, potential SEC rulemaking on crypto asset reporting, and evolving CFTC oversight of commodity digital assets could materially affect the Company’s ability to hold, transfer, or report its digital assets. The Company cannot predict the outcome of these developments or the timeline for regulatory clarity.
Added
These laws, rules, and regulations currently impose significant compliance requirements on our business, and more restrictive laws rules and regulations may be adopted in the future.
Added
The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding our company that we file electronically with the SEC. 9
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
51 edited+225 added−72 removed41 unchanged
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
51 edited+225 added−72 removed41 unchanged
2024 filing
2025 filing
Biggest changeAs a result, we could face significant adverse consequences including, without limitation: ● a limited availability of market quotations for our securities; ● a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; ● a limited amount of news and analyst coverage for our Company; and ● a decreased ability to issue additional securities (including pursuant to short-form registration statements on Form S-3 or obtain additional financing in the future). 22
Biggest changeIf we are unable to remain listed on Nasdaq, our securities could be quoted on the OTC Markets, and we could face significant adverse consequences, including limited availability of market quotations, a determination that our common stock is a “penny stock” requiring brokers to adhere to more stringent rules, limited news and analyst coverage, and a decreased ability to issue additional securities or obtain additional financing.
The expense of prosecuting claims, for which there is no guarantee of success, and/or the expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments, would generally be borne by the Company and could result in the reduction or complete loss of all of the assets of the Company, and investors in our common stock could lose all or a part of their investment.
The expense of prosecuting claims, for which there is no guarantee of success, and/or the expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments, would generally be borne by the Company and could result in the reduction or complete loss of all of the assets of the Company, and investors in our common stock could lose all or a part of their investment. 27
We seek to maintain comprehensive insurance coverage at commercially reasonable rates. There can be no assurance that our insurance will be sufficient to cover the full extent of all losses or liabilities for which we are insured, and we cannot guarantee that we will be able to obtain insurance policies on favorable terms, or at all.
We seek to maintain comprehensive insurance coverage at commercially reasonable rates; however, there can be no assurance that our insurance will be sufficient to cover the full extent of all losses or liabilities for which we are insured, and we cannot guarantee that we will be able to obtain insurance policies on favorable terms, or at all.
Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations.
Effective internal controls are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations.
In the future, your percentage ownership in our company may be diluted because of equity issuances for warrant exercises, acquisitions, strategic investments, capital market transactions, or otherwise, including equity compensation awards that we grant to our directors, officers and employees.
Your percentage ownership in our company may also be diluted in the future because of equity issuances for warrant exercises, acquisitions, strategic investments, capital market transactions, or otherwise, including equity compensation awards that we grant to our directors, officers and employees.
Additionally, holders of our common stock may become subject to the prior dividend and liquidation rights of holders of any series of preferred stock that our board of directors may designate and issue without any action on the part of the holders of our common stock.
Holders of our common stock may become subject to the prior dividend and liquidation rights of holders of any series of preferred stock that our board of directors may designate and issue without any action on the part of the holders of our common stock.
As a result of being a public company we are subject to SEC reporting and other regulatory requirements. We will incur expenses and diversion of our management’s time in its efforts to comply with Section 404 of the Sarbanes-Oxley Act regarding internal controls over financial reporting.
As a public company, we are subject to SEC reporting and other regulatory requirements. We will incur expenses and diversion of our management’s time in its efforts to comply with Section 404 of the Sarbanes-Oxley Act regarding internal controls over financial reporting.
The trading price of our securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control, including but not limited to our general business condition, the release of our financial reports and general economic conditions and forecasts.
The trading price of our securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control, including our general business condition, the release of financial reports, and general economic conditions and forecasts.
We expect to incur significant capital, operational and marketing expenses for a few years in connection with our strategy and growth plan. Any failure to achieve or sustain profitability may have a material adverse impact on the value of the shares of our common stock. The Company has limited financial resources.
We expect to incur significant capital, operational and marketing expenses for a few years in connection with our strategy and growth plan. Any failure to achieve or sustain profitability may have a material adverse impact on the value of the shares of our common stock.
Eightco Holdings Inc. was formed on September 21, 2021, in the State of Nevada and converted to a Delaware corporation on March 9, 2022. Our Corrugated Packaging Business was formed in 1966. However the rest of our businesses were recently started.
Eightco Holdings Inc. was formed on September 21, 2021, in the State of Nevada, converted to a Delaware corporation on March 9, 2022, and converted to a Texas corporation on February 2, 2026. The previously operated Corrugated Packaging Business was formed in 1966. However, the rest of our businesses were recently started.
In addition, any testing by us conducted in connection with Section 404 of the Sarbanes-Oxley Act, or the subsequent testing by our independent registered public accounting firm when required, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retrospective changes to our consolidated financial statements or identify other areas for further attention or improvement.
Testing conducted in connection with Section 404 of the Sarbanes-Oxley Act, or the subsequent testing by our independent registered public accounting firm when required, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require changes to our consolidated financial statements.
These provisions may also prevent or discourage attempts to remove and replace incumbent directors. These anti-takeover provisions may also limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock.
These anti-takeover and dilutive provisions may also limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could affect the price that some investors are willing to pay for our common stock.
It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods. The requirements of being a public company may strain our resources and distract management.
It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods.
The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our common stock at a premium to the market price, and materially adversely affect the market price and the voting and other rights of the holders of our common stock.
The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our common stock at a premium to the market price.
Future volatile, negative, or uncertain economic conditions and recessionary periods or periods of significant inflation may adversely impact consumer spending on our products and services, which would materially adversely affect our business, financial condition and results of operations. Such effects can be especially pronounced during periods of economic contraction or slow economic growth.
Future volatile, negative, or uncertain economic conditions and recessionary periods or periods of significant inflation may adversely impact consumer spending on our products and services, which would materially adversely affect our business, financial condition and results of operations.
The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of our common stock, and you may not be able to sell your shares of our common stock.
The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of our common stock.
We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Company’s initial public offering, (b) in which we have total annual revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.
We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of our initial public offering, (b) in which we have total annual revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.
Cyber security risks and the failure to maintain the integrity of internal, partner, and consumer data could result in damages to our reputation, the disruption of operations and/or subject us to costs, fines or lawsuits.
Cyber security risks and the failure to maintain the integrity of internal, partner, and consumer data could result in damages to our reputation, the disruption of operations and/or subject us to costs, fines or lawsuits, and our insurance coverage may not be adequate to cover all possible losses.
Our management has limited experience in operating a public company. Our executive officers have limited experience in the management of a publicly traded company. Our management team may not successfully or effectively manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws.
In addition, our executive officers have limited experience in the management of a publicly traded company and may not successfully or effectively manage the significant regulatory oversight and reporting obligations under federal securities laws applicable to public companies.
Our success depends to a significant extent on discretionary consumer spending, which is heavily influenced by general economic conditions and the availability of discretionary income. We believe the markets that all of the Eightco businesses depend on are heavily reliant on discretionary consumer spending.
Our success depends to a significant extent on discretionary consumer spending, which is heavily influenced by general economic conditions and the availability of discretionary income.
Additionally, competitors operating in regions with less inflationary pressure may be able to compete more effectively, which could further impact our ability to increases prices and/or result in lost sales. Recessionary economic conditions could lower discretionary spending of our consumers, which could result in a loss of sales.
Additionally, competitors operating in regions with less inflationary pressure may be able to compete more effectively, which could further impact our ability to increase prices and/or result in lost sales.
The uncertain nature, magnitude, and duration of hostilities stemming from Russia’s military invasion of Ukraine, and the ongoing conflict between Israel and Hamas, including the potential effects of sanctions and retaliatory cyber-attacks on the world economy and markets, have contributed to increased market volatility and uncertainty, and such geopolitical risks could have an adverse impact on macroeconomic factors which affect our businesses, as well as our access to capital.
The uncertain nature, magnitude, and duration of hostilities stemming from Russia’s military invasion of Ukraine, and the ongoing conflict between Israel and Hamas, including the potential effects of sanctions and retaliatory cyber-attacks on the world economy and markets, have contributed to increased market volatility and uncertainty.
Although we utilize various procedures and controls to monitor and mitigate these threats, there can be no assurance that these procedures and controls will be sufficient to prevent penetrations or disruptions to our systems.
We may face various security threats, including cyber security attacks on our data (including our vendors’ and customers’ data) and/or information technology infrastructure. Although we utilize various procedures and controls to monitor and mitigate these threats, there can be no assurance that these procedures and controls will be sufficient to prevent penetrations or disruptions to our systems.
We will need to make continued capital investments to adapt to constantly changing consumer preferences. Our ability to fund capital expenditures will depend on our ability to generate sufficient cash flow from operations and to raise capital from third parties.
Our ability to fund capital expenditures will depend on our ability to generate sufficient cash flow from operations and to raise capital from third parties.
If these information technology systems suffer severe damage, disruption or shutdown and our business continuity plans do not effectively resolve the issues in a timely manner, our business, financial condition and results of operations could be materially adversely affected. 12 We may face various security threats, including cyber security attacks on our data (including our vendors’ and customers’ data) and/or information technology infrastructure.
We also rely on accounting, financial and operational management information technology systems to conduct our operations. If these information technology systems suffer severe damage, disruption or shutdown and our business continuity plans do not effectively resolve the issues in a timely manner, our business, financial condition and results of operations could be materially adversely affected.
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline. The trading market for our securities will depend in part on the research and reports that securities or industry analysts publish about us or our business.
The trading market for our securities will also depend in part on research and reports that securities or industry analysts publish about us.
A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.
Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. A decline in the market price of our securities could adversely affect our ability to issue additional securities and obtain additional financing.
An active, liquid trading market for our common stock may not develop, which may limit your ability to sell your shares. Although our common stock is listed on the Nasdaq under the trading symbol “OCTO,” an active trading market for our common stock may never develop or be sustained.
An active trading market for our common stock may not develop or be sustained, the trading price is likely to be volatile, and our common stock may be delisted from Nasdaq . Although our common stock is listed on Nasdaq under the trading symbol “ORBS,” an active trading market may never develop or be sustained.
We operate in highly competitive industries and our revenues, profits or market share could be harmed if we are unable to compete effectively. Each of the Eightco businesses will face competition from existing competitors. Our competitors in the Inventory Management Solutions business include Clearco and Payoneer.
Such geopolitical risks could have an adverse impact on macroeconomic factors which affect our businesses, as well as our access to capital. We operate in highly competitive industries and our revenues, profits or market share could be harmed if we are unable to compete effectively. Each of the Eightco businesses will face competition from existing competitors.
While we thus far have been largely successful in mitigating the impact of current inflationary conditions, we may need to increase our own prices on goods and services sufficiently to offset cost increases, we may not be able to maintain acceptable operating margins and achieve profitability.
Current inflationary conditions in the United States and other parts of the world have increased some of our costs, including our cost of materials and labor. While we thus far have been largely successful in mitigating the impact of current inflationary conditions, we may not be able to maintain acceptable operating margins and achieve profitability.
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and are taking advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
We take advantage of certain exemptions from various reporting requirements applicable to other public companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation, and exemptions from requirements of holding nonbinding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved.
In addition, our insurance coverage and indemnification arrangements that we enter into, if any, may not be adequate to cover all the costs related to cyber security attacks or disruptions resulting from such events. Our insurance coverage may not be adequate to cover all possible losses that we could suffer and our insurance costs may increase.
Our insurance coverage and indemnification arrangements that we enter into, if any, may not be adequate to cover all the costs related to cyber security attacks or other disruptions resulting from such events. 25 We currently do not intend to pay dividends on our common stock, and our common stock is subordinate to all of our future indebtedness and any series of preferred stock.
If we are unable to retain the key management personnel at our Company, the underlying business could suffer. We could be adversely affected by declines in discretionary consumer spending, consumer confidence and general and regional economic conditions.
If we are unable to retain the key management personnel at our Company, the underlying business could suffer. Adverse macroeconomic conditions, including inflation, recession, geopolitical instability, and declines in discretionary consumer spending, could adversely affect our business, financial condition and results of operations.
For continued listing on Nasdaq, we are required to comply with the continued listing requirements, including the minimum market capitalization standard, the corporate governance requirements and the minimum closing bid price requirement, among other requirements. In the event that we fail to satisfy any of the listing requirements of Nasdaq, our common stock may be delisted.
If analysts downgrade our stock, publish unfavorable research, or cease coverage, our stock price and trading volume could decline. 26 For continued listing on Nasdaq, we are required to comply with continued listing requirements, including the minimum market capitalization standard, the corporate governance requirements and the minimum closing bid price requirement, among other requirements.
These awards would have a dilutive effect on our earnings per share, which could adversely affect the market price of our common stock.
These awards would have a dilutive effect on our earnings per share, which could adversely affect the market price of our common stock. In addition, our board of directors may create and issue preferred stock having powers, preferences and rights that may dilute the voting power or reduce the value of our common stock.
Our common stock will be subordinate to all of our future indebtedness and any series of preferred stock, and effectively subordinated to all indebtedness and preferred equity claims against our subsidiaries. Shares of our common stock will rank junior to all of our future indebtedness and other liabilities.
In addition, shares of our common stock rank junior to all of our future indebtedness and other liabilities.
With respect to the Corrugated Packaging Business, our competitors include Sutherland Packaging, Acme Corrugated Box Company, and Trenton Corrugated Products, Inc. Competition in each of these areas may increase as a result of technological developments, changes in consumer preferences, economic conditions, changes in market structure, and other factors.
Our competitors in the Inventory Management Solutions business include Clearco, a revenue-based financing company for e-commerce and startups, and Payoneer, a global payments platform for cross-border business transactions. 24 Competition in each of these areas may increase as a result of technological developments, changes in consumer preferences, economic conditions, changes in market structure, and other factors.
Recessionary economic conditions may cause difficulty in collecting accounts receivable and reduce the availability of credit and spending power for our customers, both of which may negatively impact our business. Geopolitical risks, such as those associated with Russia’s invasion of Ukraine, could result in a decline in the outlook for the U.S. and global economies.
Recessionary economic conditions could lower discretionary spending of our consumers, which could result in a loss of sales, and may cause difficulty in collecting accounts receivable and reduce the availability of credit and spending power for our customers. Geopolitical risks further compound the adverse macroeconomic environment.
Any of these factors could decrease the value of revenues and earnings we derive from our international operations and have a material adverse effect on our business. 16 Risks Related to Our Securities and other General Risks We currently do not intend to pay dividends on our common stock.
Any of these factors could decrease the value of revenues and earnings we derive from our international operations and have a material adverse effect on our business. 23 Risks Related to Our Business Generally We are a relatively new company with limited public company experience, and the requirements of being a public company may strain our resources and distract management .
It could also cause the market price of our securities to decline. 15 Risks Related to Forever 8 and its Operations Our business depends on our strong and trusted brand, and failure to maintain and protect our brand, or any damage to our reputation, or the reputation of our partners, could adversely affect our business, financial condition or results of operations.
If merchants, consumers and decentralized applications choose stablecoins, the demand for the use case for WLD as a medium of exchange could decrease and, therefore, the value of WLD could decline and there could be an adverse impact on the value of the Company’s common stock. 22 Risks Related to Forever 8 and its Operations Our business depends on our strong and trusted brand, and failure to maintain and protect our brand, or any damage to our reputation, or the reputation of our partners, could adversely affect our business, financial condition or results of operations.
As a result, we may not be able to compete successfully against such competitors. 11 We may not be able to fund capital expenditures and investment in projects and offerings. A principal competitive factor for a large portion of the Eightco businesses is the originality and perceived quality of our products and offerings.
A principal competitive factor for a large portion of the Eightco businesses is the originality and perceived quality of our products and offerings. We will need to make continued capital investments to adapt to constantly changing consumer preferences.
Consequently, our stockholders’ ability to achieve a return on their investment will depend on appreciation in the price of our common stock. We do not expect to pay cash dividends on our common stock.
We do not expect to pay cash dividends on our common stock.
Compliance with these rules and regulations may divert management’s attention from other business concerns. Our business plan may require additional liquidity and capital resources that might not be available on terms that are favorable to us, or at all.
As a result, we may not be able to compete successfully against such competitors. We may not be able to fund capital expenditures and investment in projects and offerings, and our business plan may require additional liquidity and capital resources that might not be available on favorable terms, or at all.
These provisions include, among others: ● rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings; ● the right of Eightco’s board of directors to issue preferred stock without stockholder approval; ● the ability of Eightco’s directors, and not stockholders, to fill vacancies (including those resulting from an enlargement of the board of directors) on Eightco’s board of directors; ● the division of Eightco’s board of directors into three classes of directors, with each class serving a staggered term; and ● a provision that directors serving on a classified board may be removed by stockholders only for cause.
Our Certificate of Formation, Bylaws and Texas law also contain provisions intended to deter coercive takeover practices, including rules regarding stockholder proposals, the right of the board to issue preferred stock without stockholder approval, the ability of directors to fill board vacancies, a classified board of directors, and a provision that directors on a classified board may be removed only for cause.
If we cannot continue as a viable entity, we may be unable to continue our operations and you may lose some or all of your investment in our common stock. Loss of any or all of our key management personnel may present challenges. We aim to recruit the most qualified candidates and strive for a diverse and well-balanced workforce.
We also incur significant costs associated with our public company reporting requirements and costs associated with applicable corporate governance requirements, which may divert management’s attention from other business concerns. Loss of any or all of our key management personnel may present challenges. We aim to recruit the most qualified candidates and strive for a diverse and well-balanced workforce.
Please also read carefully the section below entitled “Cautionary Note Regarding Forward-Looking Statements and Summary Risk Factors.” 9 Summary of our Risk Factors Risks Related to Our Business Generally ● We are a recently formed entity with little track record and limited historical financial information available; ● The Company has limited financial resources.
Please also read carefully the section below entitled “Cautionary Note Regarding Forward-Looking Statements and Summary Risk Factors.” Risks Related to Our Digital Asset Treasury Business Our Digital Asset Treasury (“DAT”) Strategy exposes us to significant volatility and potential losses, and may materially affect our financial condition and results of operations.
If one or more of these analysts ceases coverage of our Company or fails to publish reports on us regularly, demand for our securities could decrease, which might cause our stock price and trading volume to decline. 20 We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and we are taking advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
We are obligated to maintain effective internal controls over financial reporting under the Sarbanes-Oxley Act, and as an emerging growth company and smaller reporting company, we take advantage of certain exemptions that could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies .
References herein to “emerging growth company” have the meaning associated with it in the JOBS Act. Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We are also an “emerging growth company” as defined in the JOBS Act, and a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.
This may make comparison of our financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.
We have elected not to opt out of the extended transition period for complying with new or revised financial accounting standards, which may make comparison of our financial statements with those of other public companies difficult or impossible.
Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our common stock.
Anti-takeover provisions, our ability to issue preferred stock, and future equity issuances could adversely affect holders of our common stock and impair a takeover attempt . Our Certificate of Formation authorizes us to issue one or more series of preferred stock with voting, liquidation, dividend and other rights superior to the rights of our common stock, without stockholder approval.
In the event that we fail to satisfy any of the listing requirements of Nasdaq, our common stock may be delisted, which could affect our market price and liquidity. Our common stock is listed on Nasdaq.
If we fail to satisfy these requirements, our common stock may be delisted.
Removed
Our auditors have expressed in the report of independent registered public accounting firm that there is substantial doubt about our ability to continue as a going concern; ● Loss of any or all of our key management personnel may present challenges; ● We could be adversely affected by declines in discretionary consumer spending, consumer confidence and general and regional economic conditions; ● We operate in highly competitive industries and our revenues, profits or market share could be harmed if we are unable to compete effectively; ● We may not be able to fund capital expenditures and investment in projects and offerings; ● A deterioration in the domestic and international economic environment, whether by way of current inflationary conditions or potential recessionary conditions, could adversely affect our operating results, cash flow and financial condition; ● Geopolitical risks, such as those associated with Russia’s invasion of Ukraine, could result in a decline in the outlook for the U.S. and global economies; ● Cyber security risks and the failure to maintain the integrity of internal, partner, and consumer data could result in damages to our reputation, the disruption of operations and/or subject us to costs, fines or lawsuits; ● Our insurance coverage may not be adequate to cover all possible losses that we could suffer and our insurance costs may increase; ● Our management has limited experience in operating a public company; ● The requirements of being a public company may strain our resources and distract management; and ● Our business plan may require additional liquidity and capital resources that might not be available on terms that are favorable to us, or at all.
Added
In September 2025, we adopted a Digital Asset Treasury Strategy under which a substantial portion of our liquidity, including proceeds from financing transactions, is allocated to the acquisition and holding of digital assets. Digital asset markets are highly volatile and historically subject to significant price fluctuations.
Removed
Risks Related to Our Corrugated Packaging Business ● We are subject to the costs and availability of raw materials, and we rely on a limited number of third-party suppliers of raw materials; and ● We may be affected by interruptions in the transportation of the materials we require to produce packaging.
Added
As of December 31, 2025, we held approximately $176 million of digital assets measured at fair value under ASU 2023-08. Future fluctuations in the prices of these assets, including Worldcoin (WLD), Ethereum (ETH), and other crypto assets, may result in material gains or losses in our consolidated statements of operations.
Removed
Risks Related to Forever 8 and its Operations ● Our business depends on our strong and trusted brand, and failure to maintain and protect our brand, or any damage to our reputation, or the reputation of our partners, could adversely affect our business, financial condition or results of operations; ● We are dependent upon consumers continued and unimpeded access to the internet, and upon their willingness to use the internet for commerce; and ● Our results of operations may be adversely affected by changes in foreign currency exchange rates.
Added
Significant declines in digital asset prices may reduce our liquidity, impair our ability to execute our operating strategy, reduce the value of our balance sheet, and adversely affect our stock price. The fair value measurement model required under ASU 2023-08 may increase earnings volatility.
Removed
Risks Related to Our Securities ● We do not expect to issue dividends; ● An active trading market for our securities may never develop, and the price of our securities may be volatile; ● We may issue shares of preferred or common stock in the future, which could dilute your percentage ownership of the Company; and ● In the event that we fail to satisfy any of the listing requirements of Nasdaq, our common stock may be delisted, which could affect our market price and liquidity. 10 Risks Related to Our Business Generally We are a recently formed entity with little track record and limited historical financial information available.
Added
Effective January 1, 2025, we adopted ASU 2023-08, which requires us to measure eligible digital assets at fair value, with changes recognized in net income each reporting period. As a result, our earnings will be sensitive to short-term price movements in digital asset markets.
Removed
Our auditors have expressed in the report of independent registered public accounting firm that there is substantial doubt about our ability to continue as a going concern .
Added
This may produce material period to period volatility, reduce comparability to prior periods, and result in losses independent of our operating performance. We may be unable to liquidate digital assets at favorable prices or in a timely manner due to limited market liquidity or trading halts. Digital asset markets may experience illiquidity, exchange outages, trading halts, or disruptions.
Removed
The report of our independent registered accounting firm expresses substantial doubt about our ability to continue as a going concern based on the absence of our significant losses from operations and our need for additional financing to fund all of our operations.
Added
Some of our digital assets are custodied or executed through a limited number of regulated and unregulated trading venues.
Removed
It is not possible at this time for us to predict with assurance the potential success of our business. The revenue and income potential of our proposed business and operations are unknown.
Added
In periods of high volatility or market stress, we may be unable to convert digital assets into fiat currency at acceptable prices or within required timeframes, which may impair our ability to satisfy operational or financing needs. 10 Digital asset custody, exchange, and counterparty risks may expose us to loss of assets.
Removed
The current economic environment, coupled with high volatility and uncertainty as to the future global economic landscape, may have an adverse effect on consumers’ discretionary income and consumer confidence.
Added
We rely on third-party custodians and trading counterparties, including Kraken, Coinbase, and FalconX, to safeguard and execute transactions relating to our digital assets. The digital asset industry has experienced failures of exchanges, custodians, trading firms, and stablecoin issuers.
Removed
A deterioration in the domestic and international economic environment, whether by way of current inflationary conditions or potential recessionary conditions, could adversely affect our operating results, cash flow and financial condition. Current inflationary conditions in the United States and other parts of the world have increased some of our costs, including our cost of materials and labor.
Added
A cybersecurity breach, insolvency, operational failure, or misappropriation at any custodian or counterparty could result in partial or total loss of our digital assets, which would materially and adversely affect our financial condition. We may need additional capital in the future, and our access to financing may be adversely affected by volatility in digital asset markets.
Removed
We also rely on accounting, financial and operational management information technology systems to conduct our operations.
Added
Although we raised significant capital during the quarter through a PIPE and through our ATM program, our future liquidity and capital raising capacity may depend on the value of our digital asset holdings and capital market conditions.
Removed
We incur significant costs associated with our public company reporting requirements and costs associated with applicable corporate governance requirements. These applicable rules and regulations are expected to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly than those for privately owned companies that are not registrants with the SEC.
Added
Material reductions in digital asset prices could limit our ability to raise capital on favorable terms, or at all, which could adversely affect our operations and strategic plans. The tax treatment of our digital asset holdings and transactions is subject to significant uncertainty, and adverse developments in tax law or interpretive guidance could materially increase our tax liabilities.
Removed
Our ability to obtain necessary financing may be impaired by factors such as the health of and access to capital markets, our limited track record and the limited historical financial information available, or the substantial doubt about our ability to continue as a going concern.
Added
Under current IRS guidance, digital assets are treated as property for federal income tax purposes. Purchases, dispositions, and exchanges of digital assets, including conversions between different digital asset types, may give rise to taxable gains or losses.
Removed
Any additional capital raised through the sale of additional shares of our capital stock, convertible debt or other equity may dilute the ownership percentage of our stockholders. 13 Risks Related to Our Corrugated Packaging Business An increase in the cost or a reduction in the availability of wood fiber, other raw materials, energy and transportation may have an adverse effect on our profitability and results of operations.
Added
The tax treatment of certain digital asset transactions, including decentralized finance activities, staking rewards, airdrops, and token-for-token exchanges, remains uncertain and subject to evolving regulatory and judicial interpretation. The IRS may issue new guidance, or Congress may enact new legislation, that changes the tax treatment of digital assets in a manner that is materially adverse to us.
Removed
Wood fiber, including old corrugated containers (“OCC”), is the principal raw material in many parts of the paper and packaging industry, including the corrugated cardboard on which our Corrugated Packaging Business relies. Wood fiber is a commodity, and prices historically have been cyclical and have varied on a regional basis.
Added
For example, changes to the tax treatment of unrealized gains on digital assets, limitations on the deductibility of digital asset losses, or new reporting requirements for digital asset custodians could increase our tax obligations, reduce our after-tax returns, or impose additional compliance costs.
Removed
Environmental litigation and regulatory developments have caused, and may cause in the future, significant reductions in the amount of timber available for commercial harvest in the United States.
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Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
1 edited+0 added−0 removed4 unchanged
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
1 edited+0 added−0 removed4 unchanged
2024 filing
2025 filing
Biggest changeThe audit committee provides updates regarding our cybersecurity program to the board of directors when material. 23
Biggest changeThe audit committee provides updates regarding our cybersecurity program to the board of directors when material. 28
Item 2. Properties
Properties — owned and leased real estate
1 edited+0 added−0 removed0 unchanged
Item 2. Properties
Properties — owned and leased real estate
1 edited+0 added−0 removed0 unchanged
2024 filing
2025 filing
Biggest changePROPERTIES The following table summarizes pertinent details of our properties as of December 31, 2024: Location Owned or Leased Lease Expiration Primary Function 101 Larry Holmes Drive, Suite 313, Easton, PA 18042 Leased April 2025 Principal Executive Office 909 New Brunswick Avenue Phillipsburg, NJ 08865 Leased Month-to-Month Office space 20 Industrial Road Alpha, NJ 08865 Leased Month-to-Month Packaging and Logistics Center 234 5th Ave, Suite 511 New York, NY 10001 Leased Month-to-Month Office space Keizersgracht 482, 1017 EG Amsterdam, Netherlands Leased Month-to-Month Office space We believe that our existing properties are adequate for the current operating requirements of our business and that additional space will be available as needed.
Biggest changePROPERTIES The following table summarizes pertinent details of our properties as of December 31, 2025: Location Owned or Leased Lease Expiration Primary Function 101 Larry Holmes Drive, Suite 313, Easton, PA 18042 Leased April 2027 Principal Executive Office 234 5th Ave, Suite 511 New York, NY 10001 Leased April 2026 Office space Keizersgracht 482, 1017 EG Amsterdam, Netherlands Leased Month-to-Month Office space We believe that our existing properties are adequate for the current operating requirements of our business and that additional space will be available as needed.
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
4 edited+1 added−0 removed2 unchanged
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
4 edited+1 added−0 removed2 unchanged
2024 filing
2025 filing
Biggest changeThe payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition. The declaration, amount and payment of any future dividends on shares of our common stock, if any, will be at the sole discretion of our board of directors.
Biggest changeDividends We have not historically declared cash dividends on our common stock, and we do not currently intend to pay cash dividends on our common stock in the future. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition.
Further, any indebtedness we incur in the future may limit our ability to declare dividends in the future. Securities Authorized for Issuance under Equity Compensation Plans Information required by Item 5 of Form 10-K regarding equity compensation plans is incorporated herein by reference to Item 12 of Part III of this Annual Report on Form 10-K.
Securities Authorized for Issuance under Equity Compensation Plans Information required by Item 5 of Form 10-K regarding equity compensation plans is incorporated herein by reference to Item 12 of Part III of this Annual Report on Form 10-K.
On June 30, 2022, our common stock began trading on the Nasdaq under the symbol of “TYDE.” On April 4, 2023, we changed the symbol of our common stock to “OCTO” in conjunction with our name change. Holders of Record The Company had approximately 75 holders of record of our common stock as of March 31, 2025.
On June 30, 2022, our common stock began trading on the Nasdaq under the symbol of “TYDE.” On April 4, 2023, we changed the symbol of our common stock to “OCTO” in conjunction with our name change. On September 11, 2025, we changed the symbol of our common stock to “ORBS” in conjunction with our treasury strategy.
We believe our common stock are held by more than 300 beneficial owners. Dividends We have not historically declared cash dividends on our common stock, and we do not currently intend to pay cash dividends on our common stock in the future.
Holders of Record The Company had approximately 91 holders of record of our common stock as of April 13, 2026. We believe our common stock are held by more than 300 beneficial owners.
Added
The declaration, amount and payment of any future dividends on shares of our common stock, if any, will be at the sole discretion of our board of directors. Further, any indebtedness we incur in the future may limit our ability to declare dividends in the future.
Item 6. [Reserved]
Selected Financial Data — reserved (removed by SEC in 2021)
1 edited+1 added−0 removed0 unchanged
Item 6. [Reserved]
Selected Financial Data — reserved (removed by SEC in 2021)
1 edited+1 added−0 removed0 unchanged
2024 filing
2025 filing
Biggest changeItem 6. Reserved 25 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 39 Item 8. Financial Statements and Supplementary Data 40 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 41 Item 9A. Controls and Procedures 41 Item 9B.
Biggest changeItem 6. Reserved 30 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 30 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 43 Item 8. Financial Statements and Supplementary Data 44 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 45 Item 9A. Controls and Procedures 45 Item 9B.
Added
Other Information 45 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 45 PART III 46 Item 10. Directors, Executive Officers and Corporate Governance 46 Item 11. Executive Compensation 53 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 57 Item 13. Certain Relationships and Related Transactions, and Director Independence 59
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
38 edited+43 added−35 removed72 unchanged
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
38 edited+43 added−35 removed72 unchanged
2024 filing
2025 filing
Biggest changeResults of Operations Year Ended December 31, 2024 versus the Year Ended December 31, 2023 Continuing Operations The following table sets forth information comparing the components of net (loss) income from continuing operations for the years ended December 31, 2024 and 2023: Year Ended December 31, Period over Period Change 2024 2023 $ % Revenues, net: Inventory Management Solutions $ 39,621,272 $ 67,568,353 $ (27,947,081 ) -41.36 % Cost of revenues: Inventory Management Solutions 33,639,274 61,308,561 (27,669,287 ) -45.13 % Gross profit: Inventory Management Solutions 5,981,998 6,259,792 (277,794 ) -4.44 % Operating expenses: Selling, general and administrative 12,759,719 14,805,627 (2,045,908 ) -13.82 % Restructuring and severance 1,414,838 2,133,982 (719,144 ) -33.70 % Operating loss (8,192,559 ) (10,679,817 ) 2,487,258 -23.29 % Other (expense) income: Interest expense (5,287,920 ) (11,553,477 ) 6,265,557 -54.23 % Gain on forgiveness of earnout 6,100,000 - 6,100,000 100.00 % Gain on extinguishment of liabilities 7,427,193 - 7,427,193 100.00 % Loss on issuance of warrants - (46,928,815 ) 46,928,815 -100.00 % Other income 107,760 104,994 2,766 2.63 % Total other (expense) income, net 8,347,033 (58,377,298 ) 66,724,331 -114.30 % (Loss) income before income taxes 154,474 (69,057,115 ) 69,211,589 -100.22 % Income tax benefit (135,337 ) - (135,337 ) -100.00 % Net income (loss) from continuing operations $ 289,811 $ (69,057,115 ) $ 69,346,926 -100.42 % 35 Revenue For the year ended December 31, 2024, revenues decreased by $27,947,081 or 41.36%, as compared to the year ended December 31, 2023.
Biggest changeOther Income Other income includes the interest income received from the Wattum Note and Reichard Containers Note. 39 Results of Operations Year Ended December 31, 2025 versus the Year Ended December 31, 2024 The following table sets forth information comparing the components of net (loss) income from continuing operations for the years ended December 31, 2025 and 2024: Year Ended December 31, Period over Period Change 2025 2024 $ % Revenues, net $ 32,981,126 $ 39,621,272 $ ( 6,640,146 ) -16.76 % Cost of revenues 32,446,797 33,639,274 (1,192,477 ) -3.54 % Gross profit 534,329 5,981,998 (5,447,669 ) -91.07 % Operating expenses: Selling, general and administrative 23,894,648 12,759,719 11,134,929 87.27 % Restructuring and severance - 1,414,838 (1,414,838 ) -100.00 % Impairment 33,854,230 - 33,854,230 100.00 % Total operating expenses 57,748,878 14,174,557 43,574,321 307.41 % Operating (loss) income (57,214,549 ) (8,192,559 ) (49,021,990 ) 598.37 % Other (expense) income: Interest (expense) (4,082,409 ) (5,287,920 ) 1,205,511 -22.80 % Gain on divestiture 1,231,774 - 1,231,774 100.00 % Gain on extinguishment of liabilities - 7,427,193 (7,427,193 ) -100.00 % Gain on forgiveness of earnout - 6,100,000 (6,100,000 ) -100.00 % Change in fair value of digital assets (202,299,922 ) - (202,299,922 ) -100.00 % Other income 275,522 107,760 167,762 155.68 % Total other income (expense), net (204,875,035 ) 8,347,033 (213,222,068 ) -2,554.47 % Income (loss) before income taxes (262,089,584 ) 154,474 (262,244,058 ) -169,765.82 % Income tax expense (benefit) 20,155 (135,337 ) 155,492 -114.89 % Net income (loss) from continuing operations (262,109,739 ) 289,811 (262,399,550 ) -90,541.61 % Net income (loss) from discontinued operations 96,679 418,716 (322,037 ) -76.91 % Net income (loss) $ (262,013,060 ) $ 708,527 $ (262,721,587 ) - 37,079.97 % Revenue For the year ended December 31, 2025, revenues were $32,981,126, representing a decrease of $6,640,146, or 16.76%, compared to revenues of $39,621,272 for the year ended December 31, 2024.
The principal balance of the Initial Loan Advance and each Subsequent Draw shall bear interest thereon from the Closing Date and applicable Advance Date, respectively, at 15.00% per annum.
The principal balance of the Initial Loan Advance and each Subsequent Draw shall bear interest thereon from the Closing Date and applicable Advance Date, respectively, at 15.00% per annum.
In the event any payment is not paid on or within five (5) Business Days of the scheduled payment date, an amount equal to two percent (2.00%) of the past due amount shall be payable on demand, in addition to interest accruing.
In the event any payment is not paid on or within five (5) Business Days of the scheduled payment date, an amount equal to two percent (2.00%) of the past due amount shall be payable on demand, in addition to interest accruing.
In the event any interest is not paid when due hereunder, delinquent interest shall be added to principal and shall bear interest on interest, compounded.
In the event any interest is not paid when due hereunder, delinquent interest shall be added to principal and shall bear interest on interest, compounded.
The Borrower shall pay the Lender, according to its Applicable Percentage, an Unused Commitment Fee on the actual daily amount of the Unused Commitment Amount during the immediately preceding calendar quarter at the rate of five percent (5.00%) per annum .
The Borrower shall pay the Lender, according to its Applicable Percentage, an Unused Commitment Fee on the actual daily amount of the Unused Commitment Amount during the immediately preceding calendar quarter at the rate of five percent (5.00%) per annum .
In the event any payment is not paid on or within five (5) Business Days of the scheduled payment date, an amount equal to two percent (2.00%) of the past due amount shall be payable on demand, in addition to interest accruing.
In the event any payment is not paid on or within five (5) Business Days of the scheduled payment date, an amount equal to two percent (2.00%) of the past due amount shall be payable on demand, in addition to interest accruing.
In addition, upon the occurrence and during the continuation of an Event of Default hereunder, the Initial Loan Advance and all Subsequent Draws, including principal, interest, compounded interest, and professional fees thereupon, shall upon the election of the lender, bear interest at the Interest Rate, plus five (5) percentage points.
In addition, upon the occurrence and during the continuation of an Event of Default hereunder, the Initial Loan Advance and all Subsequent Draws, including principal, interest, compounded interest, and professional fees thereupon, shall upon the election of the lender, bear interest at the Interest Rate, plus five (5) percentage points.
In the event any interest is not paid when due hereunder, delinquent interest shall be added to principal and shall bear interest on interest, compounded.
In the event any interest is not paid when due hereunder, delinquent interest shall be added to principal and shall bear interest on interest, compounded.
So long as the Eightco has received Shareholder Approval and the Threshold Date has been reached, at any time commencing after the 12-month anniversary of the date of the Promissory Notes, the holder of the Promissory Notes may, in its sole and absolute discretion, convert all or part of the Promissory Notes into shares of common stock of the Eightco (the “Conversion Shares”) at a per share conversion price equal to the VWAP of a OCTO Share for the ten trading days immediately preceding the conversion notice being provided to the Eightco by the holder of the Promissory Notes (the “Conversion Price”), with the Conversion Price being subject to a conversion price floor of $2.00 per share of common stock.
So long as the Eightco has received Shareholder Approval and the Threshold Date has been reached, at any time commencing after the 12-month anniversary of the date of the Promissory Notes, the holder of the Promissory Notes may, in its sole and absolute discretion, convert all or part of the Promissory Notes into shares of common stock of the Eightco (the “Conversion Shares”) at a per share conversion price equal to the VWAP of a share of the Company’s common stock for the ten trading days immediately preceding the conversion notice being provided to the Eightco by the holder of the Promissory Notes (the “Conversion Price”), with the Conversion Price being subject to a conversion price floor of $2.00 per share of common stock.
In the event that the VWAP of the Eightco Shares the later of (i) the 15 trading days immediately prior to the date the put right pursuant to Section 7(b) of the Amended Operating Agreement (as defined below) is exercisable and (ii) the 15 trading days following the Company’s filing of its Annual Report on Form 10-K for the fiscal year ending December 31, 2022 is less than $3.07, then Sellers shall be entitled to receive an additional number of Preferred Units (“Additional Base Preferred Units” and together with the Initial Base Preferred Units, the “Total Base Preferred Unit Consideration”) such that the Total Base Preferred Unit Consideration multiplied by the Additional Base Preferred Unit VWAP equals $21.5 million; provided that in no event shall more than 3,750,000 Additional Base Preferred Units be issued.
In the event that the VWAP of the shares of the Company’s common stock the later of (i) the 15 trading days immediately prior to the date the put right pursuant to Section 7(b) of the Amended Operating Agreement (as defined below) is exercisable and (ii) the 15 trading days following the Company’s filing of its Annual Report on Form 10-K for the fiscal year ending December 31, 2022 is less than $3.07, then Sellers shall be entitled to receive an additional number of Preferred Units (“Additional Base Preferred Units” and together with the Initial Base Preferred Units, the “Total Base Preferred Unit Consideration”) such that the Total Base Preferred Unit Consideration multiplied by the Additional Base Preferred Unit VWAP equals $21.5 million; provided that in no event shall more than 3,750,000 Additional Base Preferred Units be issued.
The Preferred Members have a put right, on terms and conditions set forth in Section 7.01 of the Operating Agreement, to cause Eightco to redeem the Preferred Units as follows: (a) starting on the later of (i) six (6) months following the Closing and (ii) the Threshold Date (as defined in the Subordination Agreement), one (1) Eightco Share per Initial Base Preferred Unit being redeemed up to a maximum of 6,281,949 Initial Base Preferred Units; (b) upon the satisfaction of (i) the receipt of Shareholder Approval on or prior to June 30, 2023, (ii) six (6) months following the Closing and (iii) the occurrence of the Threshold Date, one (1) Eightco Share per Initial Base Preferred Units that could not be converted due to the 6,281,949 unit limit in Section 7.01(a) of the Operating Agreement (such shares being an aggregate of 718,051 Initial Base Preferred Units being defined as the “Extra Initial Base Preferred Units”) being redeemed, and one (1) OCTO Share per Additional Base Preferred Unit being redeemed; 30 (c) if Shareholder Approval is not obtained on or before June 30, 2023, subject to both (i) six (6) months following the Closing and (ii) the terms of the Subordination Agreement, a cash payment equal to the difference between $3.07 minus the Additional Base Preferred Unit VWAP (as defined in the Purchase Agreement with it being subject to a $2.00 floor) (such difference being the “Additional Base Preferred Unit Cash Catch Up Amount”) with the Additional Base Preferred Unit Cash Catch Up Amount being multiplied by each Extra Initial Base Preferred Unit and each Additional Base Preferred Unit being redeemed; (d) upon the satisfaction of (i) the receipt of Shareholder Approval on or prior to June 30, 2023, (ii) six (6) months following the time a Preferred Unit issued in connection with the first Earn-Out Target is earned under Section 1.04 of the Purchase Agreement and (iii) the occurrence of the Threshold Date, one (1) OCTO Share per Earnout One Unit being redeemed; (e) if Shareholder Approval has not been obtained on or before June 30 2023, subject to both (i) six (6) months following the time an Earnout One Unit is earned under Section 1.04 of Purchase Agreement and (ii) the terms of the Subordination Agreement, a cash payment equal to the amount of $15,000,000 divided by the number of Earnout One Units (the “Earnout One Unit Redemption Amount”) with such Earnout One Unit Redemption Amount then being multiplied by each Earnout One Unit being redeemed; (f) upon the satisfaction of (i) the receipt of Shareholder Approval on or prior to June 30, 2023, (ii) six (6) months following the time a Preferred Unit issued in connection with the second Earn-Out Target is earned under Section 1.04 of the Purchase Agreement and (iii) the occurrence of the Threshold Date, one (1) OCTO Share per Earnout Two Unit being redeemed; (g) if Shareholder Approval has not been obtained on or before June 30 2023, subject to both (i) six (6) months following the time an Earnout Two Unit is earned under Section 1.04 of the Purchase Agreement and (ii) the terms of the Subordination Agreement, a cash payment equal to the amount of $12,000,000 divided by the number of Earnout Two Units (the “Earnout Two Unit Redemption Amount”) with such Earnout Two Unit Redemption Amount then being multiplied by each Earnout Two Unit being redeemed; (h) upon the satisfaction of (i) the receipt of Shareholder Approval on or prior to June 30, 2023, (ii) six (6) months following the time a Preferred Unit issued in connection with the third Earn-Out Target is earned under Section 1.04 of the Purchase Agreement and (iii) the occurrence of the Threshold Date, one (1) OCTO Share per Earnout Three Unit being redeemed; (i) if Shareholder Approval has not been obtained on or before June 30 2023, subject to both (i) six (6) months following the time an Earnout Three Unit is earned under Section 1.04 of the Purchase Agreement and (ii) the terms of the Subordination Agreement, a cash payment equal to the amount of $10,000,000 divided by the number of Earnout Three Units (the “Earnout Three Unit Redemption Amount”) with such Earnout Three Unit Redemption Amount then being multiplied by each Earnout Three Unit being redeemed.
The Preferred Members have a put right, on terms and conditions set forth in Section 7.01 of the Operating Agreement, to cause Eightco to redeem the Preferred Units as follows: (a) starting on the later of (i) six (6) months following the Closing and (ii) the Threshold Date (as defined in the Subordination Agreement), one (1) share of the Company’s common stock per Initial Base Preferred Unit being redeemed up to a maximum of 6,281,949 Initial Base Preferred Units; (b) upon the satisfaction of (i) the receipt of Shareholder Approval on or prior to June 30, 2023, (ii) six (6) months following the Closing and (iii) the occurrence of the Threshold Date, one (1) share of the Company’s common stock per Initial Base Preferred Units that could not be converted due to the 6,281,949 unit limit in Section 7.01(a) of the Operating Agreement (such shares being an aggregate of 718,051 Initial Base Preferred Units being defined as the “Extra Initial Base Preferred Units”) being redeemed, and one (1) share of the Company’s common stock per Additional Base Preferred Unit being redeemed; 35 (c) if Shareholder Approval is not obtained on or before June 30, 2023, subject to both (i) six (6) months following the Closing and (ii) the terms of the Subordination Agreement, a cash payment equal to the difference between $3.07 minus the Additional Base Preferred Unit VWAP (as defined in the Purchase Agreement with it being subject to a $2.00 floor) (such difference being the “Additional Base Preferred Unit Cash Catch Up Amount”) with the Additional Base Preferred Unit Cash Catch Up Amount being multiplied by each Extra Initial Base Preferred Unit and each Additional Base Preferred Unit being redeemed; (d) upon the satisfaction of (i) the receipt of Shareholder Approval on or prior to June 30, 2023, (ii) six (6) months following the time a Preferred Unit issued in connection with the first Earn-Out Target is earned under Section 1.04 of the Purchase Agreement and (iii) the occurrence of the Threshold Date, one (1) share of the Company’s common stock per Earnout One Unit being redeemed; (e) if Shareholder Approval has not been obtained on or before June 30, 2023, subject to both (i) six (6) months following the time an Earnout One Unit is earned under Section 1.04 of Purchase Agreement and (ii) the terms of the Subordination Agreement, a cash payment equal to the amount of $15,000,000 divided by the number of Earnout One Units (the “Earnout One Unit Redemption Amount”) with such Earnout One Unit Redemption Amount then being multiplied by each Earnout One Unit being redeemed; (f) upon the satisfaction of (i) the receipt of Shareholder Approval on or prior to June 30, 2023, (ii) six (6) months following the time a Preferred Unit issued in connection with the second Earn-Out Target is earned under Section 1.04 of the Purchase Agreement and (iii) the occurrence of the Threshold Date, one (1) share of the Company’s common stock per Earnout Two Unit being redeemed; (g) if Shareholder Approval has not been obtained on or before June 30, 2023, subject to both (i) six (6) months following the time an Earnout Two Unit is earned under Section 1.04 of the Purchase Agreement and (ii) the terms of the Subordination Agreement, a cash payment equal to the amount of $12,000,000 divided by the number of Earnout Two Units (the “Earnout Two Unit Redemption Amount”) with such Earnout Two Unit Redemption Amount then being multiplied by each Earnout Two Unit being redeemed; (h) upon the satisfaction of (i) the receipt of Shareholder Approval on or prior to June 30, 2023, (ii) six (6) months following the time a Preferred Unit issued in connection with the third Earn-Out Target is earned under Section 1.04 of the Purchase Agreement and (iii) the occurrence of the Threshold Date, one (1) share of the Company’s common stock per Earnout Three Unit being redeemed; (i) if Shareholder Approval has not been obtained on or before June 30, 2023, subject to both (i) six (6) months following the time an Earnout Three Unit is earned under Section 1.04 of the Purchase Agreement and (ii) the terms of the Subordination Agreement, a cash payment equal to the amount of $10,000,000 divided by the number of Earnout Three Units (the “Earnout Three Unit Redemption Amount”) with such Earnout Three Unit Redemption Amount then being multiplied by each Earnout Three Unit being redeemed.
See “Note 16 – Convertible Note Payable” in the accompanying financial statements for further information. 29 Forever 8 Acquisition On September 14, 2022, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) by and among the Company, Forever 8 and the former members of Forever 8 (the “Sellers”) pursuant to which Eightco was to acquire 100% of the issued and outstanding membership interests of Forever 8 (the “Membership Interests”) from the Sellers (the “Acquisition”).
See “Note 16 – Convertible Note Payable” in the accompanying financial statements for further information. 34 Forever 8 Acquisition On September 14, 2022, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) by and among the Company, Forever 8 and the former members of Forever 8 (the “Sellers”) pursuant to which Eightco was to acquire 100% of the issued and outstanding membership interests of Forever 8 (the “Membership Interests”) from the Sellers (the “Acquisition”).
A significant percentage of the Company’s’ long term assets are intangibles assets and therefore, estimates regarding the fair value of these assets have a material impact on our financial statements. 33 Goodwill Goodwill is recorded for the difference between the fair value of the purchase consideration over the fair value of the net identifiable tangible and intangible assets acquired.
A significant percentage of the Company’s’ long term assets are intangibles assets and therefore, estimates regarding the fair value of these assets have a material impact on our financial statements. 38 Goodwill Goodwill is recorded for the difference between the fair value of the purchase consideration over the fair value of the net identifiable tangible and intangible assets acquired.
In total, these amendments resulted in the forgiveness or conversion of approximately $5.7 million in accrued interest. The related-party forgiveness and equity conversions generated a combined non-cash gain of $3.86 million, which was recorded directly to APIC as a capital transaction. In addition, the forgiveness of $5.4 million was recorded directly to APIC as a capital transaction.
In total, these amendments resulted in the forgiveness or conversion of approximately $5.7 million in accrued interest. The related-party forgiveness and equity conversions generated a combined non-cash gain of $3.86 million, which was recorded directly to APIC as a capital transaction.
As of the date of this filing, $2,375,000 has been committed by the lenders. Series B Financing On October 6, 2023, the Borrower entered into a Series B Loan and Security Agreement (the “Series B Agreement”) with an individual as lender.
As of the date of this filing, $2,075,000 has been committed by the lenders. Series B Financing On October 6, 2023, the Borrower entered into a Series B Loan and Security Agreement (the “Series B Agreement”) with an individual as lender.
The Preferred Members (who are the Sellers) have a put right to cause Eightco to redeem certain Preferred Units, from time to time on or after the six-month anniversary following the Closing. Upon exercise of the put right, each Initial Base Preferred Unit (as defined in the Purchase Agreement) shall be exchanged for one Eightco share.
The Preferred Members (who are the Sellers) have a put right to cause Eightco to redeem certain Preferred Units, from time to time on or after the six-month anniversary following the Closing. Upon exercise of the put right, each Initial Base Preferred Unit (as defined in the Purchase Agreement) shall be exchanged for one share of the Company’s common stock.
In addition to the Separation and Distribution Agreement, the other principal agreements entered into with Vinco include a Tax Matters Agreement and certain commercial agreements. 26 Financings and Forever 8 Acquisition Financings February 2024 Private Placement On February 26, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Investors”), pursuant to which the Company sold to the Investors an aggregate of 865,856 shares (the “Shares”) of the Company’s common stock at a purchase price of $0.82 per Share (the “Private Placement”).
In addition to the Separation and Distribution Agreement, the other principal agreements entered into with Vinco include a Tax Matters Agreement and certain commercial agreements. 31 Financings February 2024 Private Placement On February 26, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Investors”), pursuant to which the Company sold to the Investors an aggregate of 865,856 shares (the “Shares”) of the Company’s common stock at a purchase price of $0.82 per Share (the “Private Placement”).
The Borrower may, at any time, request a Subsequent Draw for all or a portion of the Escrow Funds. 27 The Borrower issued a Promissory Note to the lender in the amount of the lender’s Initial Loan Advance.
The Borrower may, at any time, request a Subsequent Draw for all or a portion of the Escrow Funds. 32 The Borrower issued a Promissory Note to the lender in the amount of the lender’s Initial Loan Advance.
Under the terms of the Joinder Agreement, the subsequent lenders agreed to become a lender and be bound by the terms of the Series B Agreement as a lender pursuant to the Series B Agreement. As of the date of this filing, $175,000 has been committed by the lender and subsequent lenders.
Under the terms of the Joinder Agreement, the subsequent lenders agreed to become a lender and be bound by the terms of the Series B Agreement as a lender pursuant to the Series B Agreement. As of the date of this filing, $150,000 has been committed by the lender and subsequent lenders.
As security for the prompt and complete payment when due (whether on the payment dates or otherwise) of all the Secured Obligations, Borrower granted to the lender a security interest in all of Borrower’s right, title, and interest in and to all Inventory or Equipment and machinery, in each case, purchased (or refinanced) with the proceeds of the Initial Loan Advance and any Subsequent Draw, and, to the extent not otherwise included, all Proceeds of each of the foregoing and all products, additions, increases and accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing. 28 As of the date of this filing, $7,225,000 has been committed by the lender.
As security for the prompt and complete payment when due (whether on the payment dates or otherwise) of all the Secured Obligations, Borrower granted to the lender a security interest in all of Borrower’s right, title, and interest in and to all Inventory or Equipment and machinery, in each case, purchased (or refinanced) with the proceeds of the Initial Loan Advance and any Subsequent Draw, and, to the extent not otherwise included, all Proceeds of each of the foregoing and all products, additions, increases and accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing. 33 As of the date of this filing, $6,450,000 has been committed by the lender.
Forever 8 additionally entered into an Intercreditor Agreement (the “Intercreditor Agreement”) with the lenders party thereto and the collateral agent for such lenders. As of the date of this filing, a total of $250,000 has been committed by the lender.
Forever 8 additionally entered into an Intercreditor Agreement (the “Intercreditor Agreement”) with the lenders party thereto and the collateral agent for such lenders. As of the date of this filing, a total of $0 has been committed by the lender.
You should not place undue reliance on forward-looking statements. 25 Overview As used herein, “Eightco” and the “Company” refer to Eightco Holdings Inc., a Delaware corporation originally incorporated on September 21, 2021 (date of inception) under the laws of the State of Nevada, and its subsidiaries.
You should not place undue reliance on forward-looking statements. 30 Overview As used herein, “Eightco” and the “Company” refer to Eightco Holdings Inc., a Texas corporation originally incorporated on September 21, 2021 (date of inception) under the laws of the State of Nevada, and its subsidiaries.
Eightco shall satisfy these obligations to the Preferred Members either in cash or, if Shareholder Approval has been obtained, through the issuance and delivery to each Preferred Member of one OCTO Share per Preferred Unit held by each Preferred Member. 31 Upon the Closing, Eightco issued the Promissory Notes.
Eightco shall satisfy these obligations to the Preferred Members either in cash or, if Shareholder Approval has been obtained, through the issuance and delivery to each Preferred Member of one share of the Company’s common stock per Preferred Unit held by each Preferred Member. 36 Upon the Closing, Eightco issued the Promissory Notes.
On June 29, 2022, the Company separated from the Former Parent, Vinco Ventures Inc. (“Vinco”). As previously announced, we concluded a spin-off from Vinco in May 2022 (the “Separation”). Following the Separation, we are an independent, publicly traded company, and Vinco retains no ownership interest in our Company.
As previously announced, we concluded a spin-off from Vinco in May 2022 (the “Separation”). Following the Separation, we are an independent, publicly traded company, and Vinco retains no ownership interest in our Company.
On March 9, 2022, the Company converted to a Delaware corporation pursuant to a plan of conversion entered into with the Former Parent.
On March 9, 2022, the Company converted to a Delaware corporation pursuant to a plan of conversion entered into with Vinco Ventures, Inc. (the “Vinco”).
Financing Activities Net cash provided by financing activities was $1,698,550 during the year ended December 31, 2024 compared to $2,989,800 for the year ended December 31, 2023.
Financing Activities Net cash provided by financing activities was $447,966,649 during the year ended December 31, 2025, compared to $1,698,550 for the year ended December 31, 2024.
All shares of Series A Preferred Stock issued have been since redeemed. 32 Critical Accounting Policies and Significant Judgments and Estimates Our management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP.
In addition, the forgiveness of $5.4 million was recorded directly to APIC as a capital transaction. 37 Critical Accounting Policies and Significant Judgments and Estimates Our management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP.
The sale aligns with the Company’s strategic decision to focus resources on scaling Forever 8, the Company’s inventory funding platform. Cash Flows for the Years Ended December 31, 2024 and 2023 Since inception, Eightco Holdings Inc. and its subsidiaries have primarily used its available cash to fund its operations.
Cash Flows for the Years Ended December 31, 2025 and 2024 Since inception, Eightco Holdings Inc. and its subsidiaries have primarily used available cash to fund operations.
We acquired Forever 8 in October 2022 and it is focused on purchasing inventory and becoming the supplier for e-commerce retailers. We no longer intend to generate revenue from our Web 3 Business. Our Corrugated Packaging Business manufactures and sells custom packaging for a wide variety of products and through packaging helps customers generate brand awareness and promote brand image.
The Company previously comprised of two main businesses, Forever 8’s Inventory Cash Flow Solution and the Corrugated Packaging Business of Ferguson Containers. We acquired Forever 8 in October 2022 and it is focused on purchasing inventory and becoming the supplier for e-commerce retailers. We no longer intend to generate revenue from our Web 3 Business.
The Company no longer expects to generate revenue from this business line. Cost of Revenues Our cost of revenues includes inventory costs, materials and supplies costs, internal labor costs and related benefits, subcontractor costs, depreciation, overhead and shipping and handling costs. In 2022, we incurred costs related to the purchase and resale of Bitcoin mining equipment through CW Machines, LLC.
Following the adoption of our Digital Asset Treasury (“DAT”) strategy in September 2025, the Company does not expect to generate revenue from digital asset activities. Cost of Revenues Cost of revenues includes the cost of purchased inventory, materials and supplies, internal labor and related benefits, subcontractor costs, depreciation, overhead, and shipping and handling costs.
On April 3, 2023, the Company changed its name to Eightco Holdings Inc. from Cryptyde, Inc. and its stock symbol to “OCTO.” The Company is comprised of two main businesses, Forever 8’s Inventory Cash Flow Solution and the Corrugated Packaging Business of Ferguson Containers.
On April 3, 2023, the Company changed its name to Eightco Holdings Inc. from Cryptyde, Inc. and its stock symbol to “OCTO.” On September 11, 2025, the Company changed the symbol of its common stock to “ORBS”. On February 2, 2026, the Company changed its state of domicile to the State of Texas.
The increase in income tax benefit for the year ended December 31, 2024 was a result of recovery for foreign taxes related to Forever 8 EU for the year ended December 31, 2024. 36 Net income (loss) from continuing operations Net income (loss) from continuing operations was $289,811 for the year ended December 31, 2024, versus a net loss of ($69,057,115) for the year ended December 31, 2023.
Net Income (Loss) Net loss from continuing operations was $(262,109,739) for the year ended December 31, 2025, compared to net income from continuing operations of $289,811 for the year ended December 31, 2024.
Liquidity and Capital Resources Eightco Holdings Inc. funds its operations primarily through borrowings under lines of credit and the sale of securities, either through private placements or its At-The-Market (“ATM”) offering program. As of March 31, 2025, the Company has approximately $9.7 million of outstanding debt obligations related to lines of credit.
Liquidity and Capital Resources Eightco Holdings Inc. funds its operations through a combination of equity and debt financing, including proceeds from its At-The-Market (“ATM”) offering program, private placement transactions, and borrowings under its line of credit facility.
This decrease was largely attributable to repayments of $4,915,000 under convertible notes payable, offset by proceeds from the issuance of common stock of $3,064,067 and borrowings under lines of credit of $3,750,000 as compared to the year ended December 31, 2023. Eightco Holdings Inc. has required funding from the Former Parent to launch operations.
The 2024 activity consisted primarily of net proceeds from the issuance of common stock of $2,989,800 and net borrowings of $3,750,000 under lines of credit, partially offset by repayments of $4,915,000 under convertible notes payable and $126,250 under convertible notes payable to related parties.
The following table sets forth a summary of cash flows for the periods presented: For the Years Ended December 31, 2024 2023 Cash (used in) provided by: Operating Activities $ (6,637,101 ) $ (6,399,079 ) Investing Activities (70,098 ) (295,150 ) Financing Activities 1,698,550 6,361,634 Net increase in cash and restricted cash $ (5,008,649 ) $ (332,595 ) 38 Operating Activities Net cash (used in) operating activities was ($6,637,101) during the year ended December 31, 2024, which consisted primarily of a net income from continuing operations of $289,811 and net income from discontinued operations of $418,716 offset by non-cash depreciation expense of $2,454,661, amortization of debt issuance costs of $1,337,750, share based compensation of $573,788 and changes in assets and liabilities of $1,815,366 offset by gain on extinguishment of liabilities of $7,427,193 and gain on forgiveness of earnout of $6,100,000.
The following table sets forth a summary of cash flows for the periods presented: For the Years Ended December 31, 2025 2024 Cash (used in) provided by: Operating Activities $ (10,973,526 ) $ (6,637,101 ) Investing Activities (378,731,202 ) (70,098 ) Financing Activities 447,966,649 1,698,550 Net increase in cash and restricted cash $ 58,261,921 $ (5,008,649 ) 42 Operating Activities Net cash used in operating activities was $(10,973,526) during the year ended December 31, 2025.
Investing Activities Net cash provided by (used in) investing activities was ($70,098) during the year ended December 31, 2024 compared to ($295,150) for the year ended December 31, 2023. The decrease was primarily due to lower purchases of property and equipment.
Investing Activities Net cash used in investing activities was $(378,731,202) during the year ended December 31, 2025, compared to $(70,098) for the year ended December 31, 2024. The significant increase was driven primarily by the Company’s deployment of capital into digital assets of $(378,201,567), consistent with its Digital Asset Treasury strategy adopted in September 2025.
Key Components of our Results of Operations Revenues We generate the majority of our revenues from inventory financing through our wholly owned subsidiary, Forever 8. Additionally, we generate revenues from the sale of corrugated custom packaging to a wide array of customers. In 2022, the Company generated revenues from the sale of Bitcoin mining equipment through CW Machines, LLC.
Key Components of our Results of Operations Revenues We generate the substantial majority of our revenues from inventory financing and inventory management services through our wholly owned subsidiary, Forever 8. Our revenues are primarily derived from the purchase and resale of consumer products to e-commerce retailers under our inventory management solutions model.
Restructuring and severance expenses were $1,414,838 and $2,133,982 for the years ended December 31, 2024 and 2023, respectively, representing a decrease of $719,144, or 33.70%. The decrease was largely attributable to the completion of the restructuring plan. Interest Expense Interest expense was $5,287,920 for the year ended December 31, 2024, versus $11,553,477 for the year ended December 31, 2023.
Interest Expense Interest expense was $(4,082,409) for the year ended December 31, 2025, compared to $(5,287,920) for the year ended December 31, 2024, a decrease of $1,205,511, or 22.80%.
Removed
Series A Preferred Stock Designation and Dividend On January 17, 2023, the board of directors of the Company declared a dividend of one one-thousandth of a share of Series A Preferred Stock, par value $0.001 per share, for each outstanding share of the Company’s common stock, par value $0.001 per share to stockholders of record at 5:00 p.m.
Added
Our Corrugated Packaging Business manufactured and sold custom packaging for a wide variety of products and through packaging helps customers generate brand awareness and promote brand image. In April 2025, the Company divested the Corrugated Packaging Business. On June 29, 2022, the Company separated from the former parent, Vinco.
Removed
Eastern Time on January 27, 2023 (the “Record Date”). On January 19, 2023, the Company filed a Certificate of Designation with the Delaware Secretary of State for its Series A Preferred Stock. The number of shares designated is three hundred thousand (300,000).
Added
These costs are directly associated with our Forever 8 inventory management activities. We no longer incur costs related to the purchase or resale of Bitcoin mining equipment, as this line of business is no longer pursued.
Removed
We no longer anticipate purchasing and reselling Bitcoin mining equipment. 34 Selling, General and Administrative Expenses Selling, general and administrative expenses consist of selling, marketing, advertising, payroll, administrative, finance and professional expenses. Restructuring and Severance Expenses Restructuring and severance expenses include costs related to workforce reductions, facility closures, and strategic realignments intended to improve operational efficiency and reduce future costs.
Added
Selling, General and Administrative Expenses Selling, general and administrative expenses include selling and marketing costs, payroll and employee-related expenses, administrative expenses, professional fees, insurance, technology and software costs, and other overhead required to support both our Forever 8 operations and our corporate infrastructure.
Removed
These expenses may fluctuate based on the scope and timing of restructuring initiatives . Interest Expense and Income, Net Interest expense includes the cost of our borrowings under our debt arrangements. Interest income includes the interest earned under our notes receivable. Other Income Other income includes the gain on disposal of the building located in Washington, New Jersey.
Added
SG&A also includes expenses associated with supporting the Digital Asset Treasury function, including custodial fees, compliance costs, and professional services related to digital asset oversight. Restructuring and Severance Expenses Restructuring and severance expenses consist of costs associated with organizational changes, including employee severance, benefits continuation, contract termination costs, and costs associated with facility consolidations or other restructuring activities.
Removed
The decrease was primarily the result of decreased revenues due to less capital utilized to purchase inventory for our customers to allow for repayment of debt. In addition, the Company had revenues of $0 and $0 for the years ended December 31, 2024 and 2023, respectively, related to its BTC Mining Equipment Business.
Added
These expenses vary depending on management’s strategic initiatives. No restructuring or severance costs were incurred during the periods presented. Interest Expense and Income, Net Interest expense reflects the cost of borrowings under our lines of credit and other financing arrangements used to support our Forever 8 inventory-financing activities.
Removed
The Company no longer generates revenues related to CW Machines. Cost of Revenues For the year ended December 31, 2024, cost of revenues decreased by $27,669,287 or 45.13%, as compared to the year ended December 31, 2023. The decrease was largely attributable to the decrease in revenues.
Added
Interest income primarily includes earned interest on notes receivable and cash-equivalent investments, as well as yield earned on short-term instruments. Change in Fair Value of Digital Assets Beginning in September 2025, following the deployment of our Digital Asset Treasury strategy, the Company holds digital assets measured at fair value in accordance with ASU 2023-08.
Removed
In addition, the Company had cost of revenues of $0 and $0 for the years ended December 31, 2024 and 2023, respectively, related to its BTC Mining Equipment Business. The Company no longer generates revenues related to CW Machines.
Added
Changes in the fair value of digital assets including both realized and unrealized gains and losses are recognized in earnings in the period in which they occur. Because the DAT is not a revenue-generating activity, changes in fair value represent a key driver of period-over-period volatility in our results of operations.
Removed
Gross Profit For the year ended December 31, 2024, gross profit decreased by $277,794, or 4.44%, as compared to the year ended December 31, 2023. The decrease was largely attributable to the decrease in revenues.
Added
Gain on Divestiture Gain on divestiture represents gains recognized in connection with the sale of assets. This includes the gain recognized on the sale of the Ferguson Containers corrugated packaging business on April 7, 2025.
Removed
In addition, the Company had gross profit of $0 and $0 for the years ended December 31, 2024 and 2023, respectively, related to its BTC Mining Equipment Business. The Company no longer generates revenues related to CW Machines.
Added
Gain on Extinguishment of Liabilities Gain on extinguishment of liabilities includes gains recognized when outstanding liabilities are settled for amounts less than their carrying value, or when obligations are legally extinguished. No such gains were recorded during the periods presented.
Removed
Operating Expenses Selling, general and administrative expenses were $12,759,719 and $14,805,627 for the years ended December 31, 2024 and 2023, respectively, representing a decrease of $2,045,908, or 13.82%. The decrease was largely attributable to the decrease in salaries and professional fees offset by an increase in fees for investor relations.
Added
The decrease was primarily driven by lower volumes through our Forever 8 inventory management platform as we continued to exit structurally unprofitable liquidation-model customer relationships and transitioned our mix toward higher-quality recurring inventory financing arrangements. Revenues from our discontinued Corrugated Packaging Business are excluded from continuing operations and presented separately.
Removed
The decrease in interest expense was largely attributable to the full amortization of debt issuance costs related to borrowings under the convertible notes payable. Total other (expense) income Total other (expense) income was $8,347,033 for the year ended December 31, 2024 versus ($58,377,298) for the year ended December 31, 2023.
Added
Cost of Revenues Cost of revenues was $32,446,797 for the year ended December 31, 2025 compared to $33,639,274 for the year ended December 31, 2024, a decrease of $1,192,477, or 3.54%. The decrease is primarily attributable to lower inventory volumes consistent with the decline in revenues partially offset by reserves for obsolescence.
Removed
The increase in total other income (expense) was largely attributable to no further charges for the loss on issuance of warrants and amortized interest expense under the convertible notes payable.
Added
Cost of revenues as a percentage of revenues increased to 98.38% for 2025 compared to 84.91% in 2024, reflecting continued near-term margin compression as the Company works through older inventory positions and completes its transition away from lower-margin liquidation arrangements.
Removed
Income tax benefit Income tax benefit was $(135,337) for the year ended December 31, 2024, versus an income tax expense benefit of $0 for the year ended December 31, 2023, respectively.
Added
Gross Profit Gross profit decreased to $534,329 for the year ended December 31, 2025, compared to $5,981,998 for the year ended December 31, 2024, a decline of $5,447,669, or 91.07%. Gross margin for 2025 was 1.62%, compared to 15.10% in 2024.
Removed
The improvment in net income (loss) was largely attributable to no further charges for the loss on issuance of warrants and amortized interest expense under the convertible notes payable. Discontinued Operations On November 22, 2024, the Company entered into an Asset Purchase Agreement to sell substantially all of the assets of Ferguson Containers, Inc., the Company’s Corrugated Packaging Business.
Added
The compression in gross margin reflects the impact of recognition of reserves for inventory obsolescence related to estimated recovery value of inventory and certain product mix shifts, inventory write-downs associated with exiting the liquidation business model, and lower overall volume leverage. 40 Operating Expenses Selling, general and administrative (“SG&A”) expenses were $23,894,648 for the year ended December 31, 2025, compared to $12,759,719 for the year ended December 31, 2024, an increase of $11,134,929, or 87.27%.
Removed
As a result of this agreement, Ferguson Containers has been classified as a discontinued operation for all periods presented in the consolidated financial statements. Revenue and operating results from Ferguson Containers are excluded from continuing operations and presented as a single line item in the consolidated statements of operations.
Added
The increase was primarily attributable to: (i) higher share-based compensation of approximately $10.3 million related to grants issued to employees, directors, and service providers in connection with capital-raising activities; (ii) increased professional fees and legal and advisory costs associated with implementing the Company’s Digital Asset Treasury (“DAT”) strategy; and (iii) higher custodial, compliance, and technology costs associated with managing the Company’s digital asset holdings.
Removed
Ferguson Containers generated revenues of $6.8 million and $7.7 million and operating income of $0.4 million and $0.7 million for the years ended December 31, 2024 and 2023, respectively. The Company expects the sale to close in the second quarter of 2025, subject to customary closing conditions.
Added
The Company recognized impairment charges of $33,854,230 during the year ended December 31, 2025, related to the write-down of goodwill and intangible assets primarily associated with the Forever 8 acquisition. These charges reflect the Company’s strategic pivot away from the Forever 8 business toward its Digital Asset Treasury strategy.
Removed
The following table sets forth information comparing the components of net (loss) income from discontinued operations for the years ended December 31, 2024 and 2023: Year Ended December 31, Period over Period Change 2024 2023 $ % Revenues, net: Corrugated 6,823,277 7,729,131 (905,854 ) -11.72 % Cost of revenues: Corrugated 4,980,338 5,496,462 (516,124 ) -9.39 % Gross profit: Corrugated 1,842,939 2,232,669 (389,730 ) -17.46 % Operating expenses: Selling, general and administrative 1,439,964 1,530,024 (90,060 ) -5.89 % Restructuring and severance - - - 0.00 % Operating loss 402,975 702,645 (299,670 ) -42.65 % Other income: Interest expense - (112 ) 112 -100.00 % Loss on issuance of warrants - - - 0.00 % Other income 6,613 34,168 (27,555 ) -80.65 % Total other (expense) income, net 6,613 34,056 (27,443 ) -80.58 % Income before income taxes 409,588 736,701 (327,113 ) -44.40 % Income tax expense (benefit) (9,128 ) - (9,128 ) -100.00 % Net income from discontinued operations $ 418,716 $ 736,701 $ (317,985 ) -43.16 % Revenue For the year ended December 31, 2024, revenues from Corrugated Packaging decreased by $905,854 or 11.72%, as compared to the year ended December 31, 2023.
Added
Given the decision to wind down Forever 8 operations and cease further investment in the business, the carrying value of goodwill and intangible assets was no longer supportable. No impairment charges were recorded in 2024.
Removed
The decrease was primarily attributable to a reduction in revenue resulting from decreased orders from a key customer. Cost of Revenues For the year ended December 31, 2024, cost of revenues from Corrugated Packaging decreased by $516,124 or 9.39%, as compared to the year ended December 31, 2023. The decrease was largely attributable to the decrease in revenues.
Added
The Company did not incur any restructuring or severance costs in 2025, compared to $1,414,838 in 2024 which related to organizational changes made during the prior year.
Removed
Gross Profit For the year ended December 31, 2024, gross profit from Corrugated Packaging decreased by $389,730, or 17.46%, as compared to the year ended December 31, 2023.
Added
Total operating expenses were $57,748,878 for the year ended December 31, 2025 compared to $14,174,557 for the year ended December 31, 2024, an increase of $43,574,321, reflecting the impairment charges and higher SG&A described above.
Removed
The decrease was largely attributable to the decrease in revenues. 37 Operating Expenses Selling, general and administrative expenses were $1,439,964 and $1,530,024 for the years ended December 31, 2024 and 2023, respectively, representing a decrease of $90,060, or 5.89%. The decrease was largely attributable to a decrease in salaries.
Added
The reduction reflects lower average outstanding debt balances during 2025 as certain convertible notes payable to related parties were extinguished in connection with the Company’s capital-raising transactions and the forgiveness of related party obligations. The Company’s line of credit balance as of December 31, 2025 was $10,740,000, representing the primary remaining debt obligation.
Removed
Interest Expense Interest expense was $0 for the year ended December 31, 2024, versus $112 for the year ended December 31, 2023. Total other income Total other income was 6,613 for the year ended December 31, 2024 versus 34,056 for the year ended December 31, 2023. The decrease in total other income (expense) was largely attributable to insurance reimbursements.
Added
Gain on Divestiture The Company recognized a gain on divestiture of $1,231,774 during the year ended December 31, 2025, related to the sale of substantially all of the assets comprising its Corrugated Packaging Business (Ferguson Containers, Inc.) which closed on April 7, 2025.
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